Don't Judge a Bass by His Cover
by littlemissme343
Summary: Chuck and Blair are forced to work on an English project together. How will they overcome their initial differences to realize they are falling in love? They will learn that first impressions can be wrong and love conquers all. AU during high school
1. Chapter 1

"Charles Bass, how kind of you to finally join us. I'm expecting a good excuse for skipping my class four days in a row. Perhaps something other than that one you used last time. What was it again? Oh yes… "I'm Chuck Bass," an impeccably dressed, almost wrinkle free women snapped from the front of the room.

Chuck simply smirked back at her. His father practically owned the school, _what could she possibly do to him?_

Blair, who had witnessed the scene currently unfolding from her chosen seat in the front of the class, suppressed a sound of disgust. She turned slightly to her friend sitting next to her to roll her eyes.

_What was Chuck Bass even doing in an Advanced Placement English class? _she thought._ He wasn't exactly known for his thirst for knowledge. Some of us on the other hand actually would like to get back to discussing the novel, Emma._

Blair ran a hand over her hair to make sure her perfectly coiled curls and precisely placed headband were in place. Of course they were. They _always _were. She sighed and tuned her attention back to the teacher's ranting.

"Charles, you're education is clearly suffering. I will expect all the work you've missed to be made up by Friday. Now class I apologize for the waste of precious class time. Where was I? Ah yes...the partner assignments for the project on Emma. Charles I would like you to work with Blair Waldorf."

Blair and Chuck's mouths fell open at the same time.

"Blair, I have confidence you will be able to step up to the task. As for you Charles, I will know if you didn't do half of the project yourself so don't think for one second you don't have to do this or there will be consequences I can assure not even you will be able to weasel out of. Nellie you will be working with…."

After class, Blair spotted Chuck sauntering down the hallway doing his notoriously relaxed walk.

"Bass! Bass! Wait up!"

Chuck slowly turned around. He eyed her tight fitting uniform, admiring the way it hugged her undeniably sexy curves, exposed just enough of her thigh to leave him wanting to see more, and he wished she had left a couple more buttons undone. He started to imagine himself undoing the buttons of her blouse, his hand making its way under he skirt.

He paused, snapping out of his trance to realize what he was thinking. _This is Waldorf for god's sake_. They had known each other since kindergarten. Always in the same classes, yet always running in different social circles. She was just so smart, focused, and concerned with high society life. Chuck just wasn't. He preferred quiet time to himself, drinking, skipping school, and generally anything that would piss off his father. He also knew what Blair saw him as a _useless_ playboy. He wasn't concerned with making a name for himself or living up to the high standards set on the Upper East Side.

"We should set a time to meet up to start working on our project," she stated when she finally met up with him. She noticed him staring at her. She felt a little uneasy. She discreetly checked to make sure her skirt wasn't tucked into her tights or something else horribly wrong.

Chuck thought about it for a second. Despite Miss Wrights warning, Chuck wasn't really planning on doing the project. But something about her intrigued him. Though he didn't plan on taking advantage of her, he also didn't want to pass on this opportunity to be with her. Plus he was getting a little annoyed at Miss Wright's constant nagging.

"We could work in my limo," he coolly suggested with a smirk she instantly understood.

"Chuck, be serious. How about me meet at my penthouse after school?"

"That works too, Waldorf."

"Okay. Here give me your hand, I'll write my address down."

Blair was carefully making her way to the sidewalk outside the school. It was not easy to walk in four-inch designer heels in the pouring rain! Of course she had forgotten her umbrella at home _and _didn't wear a jacket over her short sleeve dress.

If only Serena hadn't ditched her to hang out with Nate. Not that Blair was really mad. She had broken up with Nate over a year ago and never looked back. Now that she thought about it, Serena and Nate did seem to be spending a lot of time together. Maybe, love just wasn't meant for Blair, she decided.

She finally managed to get a cab for herself, when a strong hand told the cabbie "No thanks" and closed the door.

Blair grunted, and turned around.

"Chuck? What are you doing?"

"Waldorf, I can't stand by idly when you're in distress."

"So why did you just send away my one hope of getting out of the rain?"

"I just assumed you would prefer a ride in a pristine limo to a _public_ taxi. We're both going to work on our project for dear Miss Wright."

Blair was a little taken back. She had assumed she would have to text and call Chuck a bunch of times to wake him from his presumably drunken state to remind him to come over.

"Chuck, I already told you that we are not 'working' in your limo. I've heard enough stories about that."

"I only meant it for a ride, unless you wanted to start some _extra _curricular activities. We'll drive right to your penthouse. I promise."

"Alright fine but let's hurry up. We have a ton of work to do."

Chuck smiled at her acquiescence and led her to his limo.

On the drive over to the Waldorf penthouse, Chuck kept glancing over at Blair. Then Blair would glance over at him. It was turning into a game.

Chuck finally broken the silence.

"Waldorf, you look a little cold."

"Keen observation. I'm only soaking wet."

"Here, do you want my coat?" Chuck immediately regretted the words as soon as they left his mouth. He didn't like or understand why he felt compelled to be nice to at the same time, he hated to watch her shivering.

"I don't need your coat."

"Don't be stubborn. You just admitted you were cold. Here, just take it. I swear, I won't try anything."

Blair wanted to add a retort, but he had a point. And she was afraid her fingers were going to turn blue. So she took it from his waiting hands and slipped it on, instantly feeling better. She silently noted how much she loved how it smelled. She tried to place what the wonderful smell was until she realized it smelled just like him.

Blair looked up to Chuck to thank him but their eyes locked and she forgot what she was about to say. Her fingers seemed to forget what they were doing and her bag hit the floor softly. Even her breathing seemed to momentarily pause.

They seemed to be leaning into each other. Both glanced down at the other's lips for a second.

Then the car lurched forward as they stopped at their destination. Chuck cleared his throat and Blair turned her gaze to the floor, picking up her bag that she didn't remember dropping.

They went into the building, his hand automatically reaching out to touch the small of her back as they walked.

* * *

A/N: Okay so just for reference, in this story....

1)Blair and Nate did date when they were younger, but she broke up with him last year (let's say sophomore year) so by this point in her life she's really over him.

2) Blair and Chuck never slept together either.

3) Blair and Chuck aren't really friends prior to this story, they are more like acquaintances.

Other than that, they are still the same people with the same personalities. I'm just writing an alternate story. If you have any questions about this feel free to ask!

You could call this an alternate version of junior year.

**What did you guys think? Should I post chapter two?**

**Don't forget to review :)**

**You know you want to push that pretty button below...**


	2. Chapter 2

**Thank you so much to everybody who reviewed! Your responses truly brightened my day. **

"You can remove your hand from my back," Blair hissed after she noticed the stares the pair were receiving as they walked through the building lobby. _Guess it has been awhile since a boy was spotted accompanying her, and touching her somewhat intimately._

Chuck looked up, a little startled. He had been day dreaming about her, again. He processed what she was saying and reluctantly brought his hand to rest at his side. He hadn't even consciously realized he had been touching her; it was just natural, strange as that may be.

"Dorota!" Blair shouted as they stepped off the elevator after a tensely silent ride up to Blair's penthouse.

"Hello Miss Blair. I take your coats," Dorota said as she eyed Chuck with a protective stare in her eyes.

"This is my um, Chuck, from school. We'll be working on an English project in my room," Blair stated awkwardly.

"Pleasure to meet you Dorota," Chuck said coolly.

"Yes, Mr. Chuck. Miss Blair, your mother say good-bye. She left when you at school."

Blair didn't answer. She tried to remember where her mother was going this time while she left her daughter alone, but she couldn't even remember.

"So this is your bed, huh?" Chuck asked as they entered Blair's spacious bedroom. She raised her eyebrows at his remark.

"Bass, remember why we're here. Miss Wright? English project? Ring any bells?"

"Alright, Waldorf, what's the project on?" he asked as he plopped himself down on the bed. Blair winced as her comforter became slightly rumpled. She took a seat at her desk.

"_Emma_."

"Who?"

"_Emma_, the novel. It's a romance story."

"Romance, really?"

"Bass. Focus. And eyes up; my face is up here," she snapped.

Later that afternoon, Chuck and Blair were working on the assignment by doing background research. Blair working at her desktop computer while Chuck worked on her laptop. A buzzing noise rattled the quiet bedroom. Blair quickly stood up to get her blackberry out of her purse. She scanned over the newly received text and frowned.

"What's wrong, Waldorf?" Chuck asked noticing the slight pout forming on her face.

"I have to go to Butter tonight," Blair spoke as she quickly typed on her phone.

"What's so bad about that?" Chuck asked concerned.

Blair bit her lip. "I didn't really want to go out tonight. I have some work I wanted to do to get ahead in a couple of my classes."

"So don't go?"

"I can't. I don't even want to think about what the girl's would do to me if I didn't show up. Duty calls," Blair tried to finish up on a cheerful note, but it ended up sounding bitter.

"Why do you care so much what they think about you?"

"Chuck! The way society views me is critical."

"You don't have to give into social standards. You can be like me."

Blair laughed. "Oh yeah, that would just be so productive wouldn't it? I could spend my days skipping class to drink in the back of my limo and light up in Central Park."

"If that's all you think I do, you don't know me. At all," Chuck retorted in the harshest tone he could muster to hide how much her comment stung.

"Fine Chuck, then I guess I don't know you. It's not like I've had much of chance. I never see you at society functions past the first five minutes."

"Because I, unlike you, don't see the value in wasting my time at those things. You know what Blair; I thought you were better than them. But now I see that you are just as disgusting as they are."

Blair gasped. She hadn't realized until now how they both had been taking steps toward one another. She turned on her expensive heel and quickly marched into her closet, to change clothes for later. Chuck slung his backpack over his shoulder and slunk out of the room. His eyes were dark and his body still slightly seething with a strange mix of rage and hurt.

While he was sitting in his suite that night, he couldn't get his mind off of what happened today. His mind was like a broken record, constantly replaying everything. It seemed to slow down when it would reach the part where Blair implied how useless he was, just so it could sting a little more. Then it would slow down again where Chuck called Blair disgusting. He kept picturing the painful look in her eyes as she gasped. She had looked like she was about to cry, and Chuck was sure she must of once she reached the privacy of her walk in closet.

He tried to forget about it. To forget abut her. But he couldn't. He had to make things right. It was his only chance.

"To Butter," he told his driver before stepping into his limo.

He found her almost immediately, but he didn't go over to her. He sat down at an empty bar seat and drank some "courage". He was _Chuck Bass_. He didn't do apologies. Yet here he was.

Blair was gulping her martini and chatting with her friends, he noted. Serena sat to her right. Then the conversation seemed to change. He couldn't hear what they were saying, but Blair and Serena were talking to each other, first under their breath and then escalating to what looked like a full-out fight of words.

Blair clumsily stood up from the table. It was clear she had a couple too many drinks. She walked right past him and out the door, without even noticing him watching her intently. He put his scotch down and dashed after her.

"Blair. Blair!" He yelled as he spotted her outside. She was leaning against a wall for support and was in the process of pulling out her phone.

"Chuck? What are you doing here?" She slurred. He finally reached her and noticed tears in her eyes. A couple had escaped and left wet marks on her face.

"It doesn't matter. You need to get home, Blair." He reached out his hand and wiped away the fallen tears.

She smiled slightly at his touch and closed her eyes.

"Blair, I'm not kidding. It's not safe here."

Her eyes shot open. "I'll be _fine_," she replied stiffly.

Chuck was not convinced. He pulled his cell phone out of his pocket and texted his driver their location to pick them up.

"Blair, what happened?" he asked. His voice didn't falter but his eyes were shrouded with concern.

"What does it matter to you?" Her mind clouded with the memory of this afternoon.

"Blair, I know you won't remember this tomorrow, but I'm…I…" Chuck looked off in the distance as his voice trailed off.

She looked up at him through her tired eyes.

"I think you need a coat. Look you're shivering. Ever try dressing appropriately for the weather, Waldorf?" he drawled.

"You came out here to tell me that?"

"No, I came out here because you are crazy for standing outside at night, alone and apparently drunk."

"I am not drunk," she muttered half-heartedly. "I just drank a little over my limit cause I can't stand Serena. She just kept going on the whole night about how wonderful it is that Nate asked her out. It's not fair that her life is so perfect, and well mine's just…never-mind. Then she accused me of being jealous of her and Nate. I'm not jealous of her getting Nate," she confessed.

Then she added in a whisper, "I'm jealous she's happy."

Chuck had been listening intently from his position walking next to her, his hand once again on her back, only this time he figured she was too drunk to realize. In fact, though, she did realize, but she decided at that moment she didn't want to tell him not too.

He rubbed his hand on her back soothingly. She looked up at him and smiled. It felt good to get his attention, and he loved giving her it.

Then she laughed, loudly.

"Waldorf, what's so funny?" He asked, annoyed she had ruined the moment.

"I can't believe I'm telling my problems to Chuck Bass. Why would you care?"

"Blair, I care about you," he confessed, his eyes locked on hers. He let himself say it because he decided there was no way she would remember it.

She opened her mouth to speak, but at that moment the limo pulled up. Chuck ushered her inside. Once she sat down she realized how tired she was. Chuck let her lean against him as she dozed off. His arm wrapped around her. He told himself it was just to keep her warm.

When his driver opened the door outside Blair's building, she was still soundly asleep beside him. He paused to take in how beautiful she looked as she slept.

"Waldorf," he whispered as he nudged her.

She mumbled "Bass" and some more incoherent words.

He pulled her onto his lap and put her arms around his neck as they latched on limply. Then he put one of his own arms under her legs, his other arm reaching behind her back, and effortlessly lifted her up and out of the limo. He carried her through the lobby, and during the elevator ride to her penthouse. The ding woke her up.

"Chuck, you're carrying me!" She yelled in a loud, cheerful voice. Her drunken state caused her reactions to be a little off, he concluded.

"Shh, Waldorf, You don't want to wake Dorota, only to have her find you totally wasted."

"I'm not wasted," she giggled, "Besides, Dorota isn't here. She left _hours_ ago."

He gently placed her onto bed after he pried her now strongly gripping arms from his neck. She giggled again. He walked into her closet, and scanned the many racks and shelves of clothes. He finally found her sleepwear collection, smirking when he realized the uptight Blair Waldorf only owned skimpy nightgowns. He chose a purple one and brought it out to her.

"Here, you can change," he offered, assuming she would walk back to her closet or the bathroom to change.

He assumed wrong. She lifted her dress off her body, leaving her only in red underwear. His eyes practically popped out of his skull, his heart rate escalated, and his mouth even fell slightly agape. Then he turned around quickly.

"It's okay, Chuck."

"Waldorf, just put the damn nightgown on."

She giggled at how serious he was. He thought he had never met a drunk who laughed this much before.

"You can turn around now."

He twisted his body slowly, until he saw she actually did put it on. He was too busy looking at her body to notice the seductive glint in her eyes before she stalked over to him.

"Chuck," she murmured slightly as she pressed herself against him.

He stifled a moan. He couldn't bring himself to pull away, but he did manage to choke out, "Blair, we shouldn't do this, now. You're so drunk right now. It's not…It's not right."

"Chuck, I'm not drunk," she pouted.

"Blair," he said, trying to sound annoyed. He hoped she didn't notice how turned on he was.

She latched her lips onto his, kissing him hard and exploring his mouth. After a moment of surprise, he gave into the kiss. By this point, he was powerless to stop her.

She pushed him onto her bed, straddling his hips, as their hands roamed each other's bodies. She toyed with some of his hair. The entire time their lips only broke long enough to remove first his shirt and then her nightgown. He noticed she wasn't wearing any underwear now, and groaned. His hands cupped her ass. She unbuckled his pants and pushed them down.

Finally, she spoke, "Chuck, I need you now."

And that was enough agreement for him to proceed.

Afterwards, they lay together. She curled into his chest and he snaked an arm around her waist, to pull her closer. They both slept comfortably the whole night.

**I hope you all enjoyed! I wonder what will happen when out two lovers awaken....**

**I'd love to hear what you guys think so far.**

**REVIEW :) **


	3. Chapter 3

**Thanks for the continuing reviews. You all make me so happy.**

**Disclaimer: I do not own Gossip girl. If I did, Chuck and Blair would consist of at least 90% of each episode.**

Chuck woke up slowly the next morning. He felt a warm body snuggled next to his, but he kept his eyes shut. He was a little confused-usually he sent his one night stands home immediately after the deed. He decides to wake the girl up and send her packing. But first, he had to shut those damn curtains. The sun was burning his eyes. He tried to remember if he was hung-over, but he couldn't remember anything that happened last night.

He pushed off the covers and padded across the hardwood floors with his eyes practically shut and squinting from the bright morning sun. He shut the curtains tightly. That's when he realized that his bedroom had blinds not curtains, _so where was he?_

He turned around and had to stop himself from jumping in surprise. Blair Waldorf was sleeping in the same bed, in the same state of attire he was. He admired her nude form, and marveled at her perfect curves.

The memories of last night suddenly flooded back to him. _Oh, crap._ After the heat of the moment, reality has finally set in for Chuck Bass and he can almost hear Blair Waldorf yelling at him for this. He resolves that if he dresses quick enough he can miss the fury of Blair.

So he searched the room for his clothing. He found his boxers next to the nightstand, his button down flung over a chair, and so on. He had a hard time finding his pants, until he spots them under her desk. He quickly slipped them on, without noticing the cell phone in his pocket, until it falls out onto the polished wooden floor with a loud _clunk_.

She stirred in her sleep. He sucked in his breath. He noticed that it looks like she is reaching for him, and he smirks. She is not awake, yet.

He slipped on his shoes and actually scurries out of the room.

Blair woke up sometime later. She felt a strange coolness over her body and that's when she realizes she is not wearing anything. She got up from the bed, but winces from her massive alcohol induced headache. She too tries to remember what happened last night, but she can't. She grabbed her silk robe, wrapping it around herself tightly.

She spotted a wrapper on the ground and let out an annoyed sigh; she hates when the maids don't do their job properly.

She picked it up to examine it but quickly dropped it back to the floor with a gasp. _What was a condom doing here_?

She answers her own question, remembering her lack of clothing.

"OH MY GOD!"

"Miss Blair alright?" Dorota rushes into her bedroom.

"Uh. Yeah, Yes, yes, just…. make me some coffee! NOW!"

Once Dorota leaves, Blair paces the floor of her room.

"No, no, no, no, no," she whispers, "this can not be happening. I don't even know who it was. I could have an STD. Oh my god, oh my god, oh my god."

She rubbed her hands over her eyes and massaged her forehead, as she continued to walk mindlessly. When she opened her eyes, she stopped dead in her tracks.

There, right on top of her crumpled nightgown was a certain scarf she recognizes all to well.

"Chuck?" she whispered in confusion. _How can that even be possible?_

She closed her eyes shut and tries to remember what happened last night, anything really, but her mind is blank. She sees her only choice in discovering the truth- asking the devil himself. But how can she seriously ask Chuck _that_? Especially, after what he said to her. No, she can't do that. She would rather lick the floor of the subway after the busy morning commute. She hops into the shower, and gets ready for her day.

Blair stepped out of the cab, wearing dark sunglasses. She can't remember ever having a hangover this terrible before and she's not sure how's she's going to make it through the day.

By English class she's about ready to pass out, if not slap anybody who speaks above a low tone of voice. She definitely did not want to listen to Miss Wright drone on and on about how important their projects were and how they would be worth 25% of their grade. And she definitely did not want to talk to Chuck.

"Waldorf." _Crap. _

She spins to turn around, wincing at the sudden movement.

"Rough night?" he smirked.

"What do you want?"

"I'm just wondering when we are meeting to work."

"Work…?"Blair asked quizzically.

"Our project? _Emma_? Are you feeling okay?"

"Oh. Yeah. It must have slipped my mind. Actually, about that, I know how much you hate homework. I can just finish the project myself. We'll get an A, don't worry."

"Blair, don't be ridiculous," and before she could even reply, he added, "I'll be over after school, how's three? I'll even throw in a free ride." He smirked and slunk away.

Chuck found Blair at the end of the day, and despite her feeble protests, he led her into his limo. She finally took off her sunglasses once she was safely tucked away from the burning sun. Chuck noticed her red, droopy eyes and tired appearance.

"You look like shit," he smirked. If only she knew concern lied behind that smirk.

"Thanks so much, Bass," she muttered sarcastically.

"Hangover?" he asked smoothly without letting on the fact that he knew everything that happened.

"Yeah. Something like that," she sighed and confessed, " I don't think I've ever been this hung over. I don't even know why."

"I assume the why is something related to alcohol," he smirked again.

"Aren't you so funny? Let's keep the talking to a minimum, okay?" she snapped. Then she winced at how loud her own voice was.

"Are you okay?" he asked concerned.

"Yeah, I just need to get over this. Stat."

"I think I could be of some assistance for that, Waldorf."

"I don't need your help, Bass, " she replied haughtily.

"Oh really? Then I guess I should just do the next part of our project by myself today. Do you really think you're going to be in any good shape to work?"

Blair eyes opened wide. She hadn't thought of that. _She definitely could not leave Chuck to work alone. He would mess everything up and cause more work._

"Alright, what do you suggest?"

Thirty minutes later, Blair was lying on top of her bed comforter. A cool towel was covering her forehead and eyes.

"Chuckkkkkkk, are you coming back?" she called.

At that moment, Chuck returned carrying a glass of water and some pills. "Here."

Blair lifted the towel gently onto her night table, and looked at Chuck curiously.

"Woah, woah, woah. How do I know those aren't some drug that's going to put me out while you do who knows what."

"Waldorf, relax. You have some imagination. Look, you can see the _Advil_ stamp on them," he stated calmly as he handed her the glass of water after she swallowed the pills.

"Feeling better?" he asked.

"Yeah, Thanks Chuck."

"My pleasure, Waldorf," he smirked.

A serious expression crossed his face, realizing now was the best time to do what he planned on.

"So, you really don't remember anything from last night?" he questioned coolly.

"Not a thing."

"You must have really hit the booze hard before you fought with Serena."

"Chuck, how did you know that?"

"Lucky guess."

"Oh. By the way, I found your scarf this morning. It's on top of my dresser."

Chuck gulped, wondering how much she had figured out.

"So how was your night Chuck? You seem a little sluggish today."

"Nothing out of the ordinary," he lied.

"Chuck, come here." He hesitantly sat down next to her on the edge of the bed.

"Closer," she whispered as he inched forward, "Closer. Okay good." And she slapped him hard across the face.

He drew back, instantly rubbing his sore face, "Waldorf! What the hell?"

Her body shook, the anger she had suppressed finally being allowed to surface.

"I know what you did. You slept with me," she hissed, "I was so drunk, I can't even remember, but I know you did. You, you, Motherchucker."

"You didn't seem to be complaining last night."

"Oh my god. You are heinous. This is serious, Chuck."

"Fine, Waldorf," he stared into her eyes, "But I won't say I regret it."

Blair's mouth fell open, just a little. "You don't regret it? " For Chuck Bass, that was a pretty rare, almost nice comment, especially after just getting slapped.

"Not one moment."

"Stop it, Chuck."

"Stop what?"

"Stop looking at me like that…"

"Like what?"

"You just, never mind. This isn't a joke. I can't believe you did this."

"Blair, I swear I didn't do anything. You came on to me. I just saved you from potentially getting mugged or raped while you were alone and drunk."

"You're lying," she spat.

"Really? How did you get home?"

She paused. She knew her friends didn't take her because they had reminded her about their fight in school today.

"Thanks," she whispered.

"So, how was I? Mind blowing I assume?" Chuck smirked.

"Do you have to ruin the moment? Besides, I already told you, I don't remember," Blair answered annoyed.

"How can you not remember me? I've been known to leave women begging for more."

"You are crude," she stated with disgust. Then she added on a more serious tone, "How do you think I feel? I can't even remember my first time."

"Wait, wait, wait. You're a virgin? No, you were a virgin?"

"I, uh, I didn't say that, Chuck."

"Yes, yes you did. What about Nate? Wasn't there rumors…"

"I made those up. We never did."

"I de-virginized Blair Waldorf," he said smugly.

"Shut up! That was my first time, it was suppose to be,"she trailed off

"It was suppose to be what?"

"It was suppose to be a fairy tale," she confessed, looking down.

"Who says we can't redo it now that your conscious?" he replied with a big smirk.

She grunted out of frustration,"No. That was. That will just never happen again. I need you to stop talking about this. I need you to, now." And then she paused, a weird look in her eyes as the memories of the previous night suddenly flooded back in short bits. She remembered the way he wiped away her tears and let her lean against him. She remembered his strong arms gripping her tightly as he brought her to her bedroom. She remembered the way she seductively pressed herself against him. She remembered how he looked at her with pure adoration as they made love.

"Waldorf, are you okay?"

"I remember," she touched his cheek. Then in a flash, her cold exterior was back and she snapped, "Can we just forget this ever happened?"

"Alright Waldorf," he leaned into her and put his mouth right next to her ear as he whispered, "but I promise, you won't want to forget it."

* * *

**A/N: When I first thought about this point in the story (back when I was still writing chapter one), I originally planned for Blair to wake up and freak out at Chuck. But this idea came to me while I was writing, and I decided to take a shot with it. I know it's a little different than the expected scenerio, but in the end it gets them to the same place. So…what do you guys think?**

**I love feedback, so I would love love love to hear what you guys think so far! REVIEW :)**

**Come on, give into the temptation and click the cool button.**


	4. Chapter 4

**Thanks for all the reviews guys! Each one makes me smile.**

**Disclaimer: I do not own Gossip girl. If I did, Chuck and Blair would consist of at least 90% of each episode.**

"Any sex scenes?" Chuck questioned.

"What?" Blair asked slightly flustered. Her pale cheeks quickly turned crimson.

They were sitting on the floor of her room, very close together, and facing each other as they both worked separately on their project. Their knees were slightly touching and ever now and then their hands would brush each other as they reached for a new slice of paper.

"In Emma. I'm curious. Are there any sex scenes? You said it had romance, and I'm considering reading it, you know for the project only." Chuck clarified.

"I'm not done yet, but I don't think so," Blair finally answered.

"Pity. I prefer reading those, or should I say watching them…"

"Oh my god. You're heinous," Blair screeched.

"Come on, Waldorf, You've never watched any x-rated cinema?"

"No. I'm not a pig, like you are apparently."

"I have to object. They are actually quite good," Chuck drawled.

"I can not believe we are discussing this."

"Waldorf, don't be such a prude."

"I am not a prude! Can we just do our project?" Blair asked, the anger within her rising.

Chuck agreed, for her sake.

"Waldorf?" Chuck asked a little later.

"Yes, Bass."

"Why do you care so much about school?"

"The better question here is why _don't _you care about school?"

"Oh come on Blair, get off your high horse. Its not like class even matters. School is just a blip in the radar of life."

"Chuck, seriously? School is way more important than that. You have to do well in high school to get accepted to a decent college, and then from there, there is millions of possibilities."

"College, huh? Where do you want to go Waldorf?"

"Yale, of course."

"Oh yes, my dear father went there," Chuck muttered bitterly.

"Chuck, that's perfect! Children of alumni are legacy there. My father went there too. We would both be practically _shoe-ins_," Blair cheered hoping to brighten up Chuck after noticing the sour look that appeared on his face.

"I rather not. No offense to you, Waldorf, but I rather not frequent any institution my father spent a great deal of time at."

"Oh. Bad relationship with your father?"

"You could say that."

"Same here with my mother."

The room fell silent for a moment. Neither one wanted to divulge some of their innermost secrets that the conversation was steering towards.

Blair finally sighed and blurted out, "My mother thinks I'm fat." She immediately regretted the words when they came out, but too late.

He got up from the bed slowly and walked over to her.

"Waldorf, you are definitely not fat. You are too beautiful for such an inaccurate comment."

Blair smiled and looked up at him. She tentatively reached out to touch his forearm, to show her appreciation for his kind words. Her hand remained there as he confessed next.

"My father blames me," Chuck spoke slowly, "For the death of my mother." He rarely shared this detail with people, but something in Blair's eyes told him he could trust her.

"Chuck," she gasped. She reached out her arms and hugged him tightly.

He stood limp for a second. Shock overcame him. Nobody ever hugged him. He felt strange. He would years later identify that emotion as love in its most earliest stages.

He reached out his arms and placed them on the small of her back, enveloping her small frame. She rested her head on his shoulder, and he placed his chin on top of her head, inhaling the lovely smell of her hair.

They stood there for a few moments before a knock was heard on the door and they both jumped apart, realizing what they had just done.

"About that…" Blair began.

"We can pretend it never happened," Chuck stated.

"Thanks."

The knocking continued.

"Yes?" Blair called out.

Dorota stepped in.

"Snack for you and Mr. Chuck. I go home now Miss Blair" The maid placed the tray down gently and then scurried out of the room.

Chuck grabbed a chocolate chip cookie, and cleared his throat.

"So, Waldorf, I know you want an A. Let's get back to work," Chuck smirked warmly, clearing away the awkwardness that had fallen over the room.

Later that evening, Chuck finally left. Neither one had mentioned _The Incident_ as Blair referred to their night of passion whenever she thought about it. She had walked him to the elevator. Right before the doors closed, Chuck had actually grinned at her and she gave a small wave.

She walked down the hallway, and was halfway up the stairs to her room when she froze. _What was that noise_? Panic started to set in as she wondered if it was a burglar. Dorota had already left, and her mother was still off wherever. She had heard terrible stories of Upper East Side men and women being tragically murdered for jewelry, and other valuables in their homes. She ran to the coat closet below the stairs and grabbed an oversize umbrella. She held her breath to listen better. _It sure sounded like footsteps_.

She skulked down the hallway looking back every now and then out of fear. She heard it for sure now. Those were footsteps and they were coming closer by the second. Soon the mysterious person would turn the corner and come face to face with a terrified Blair Waldorf.

She counted in her head. _One, two, three._ "AHH!" she yelled as she raised the umbrella and hit the intruder hardly on the head. He fell back to the ground with a yelp.

"Waldorf? Are you trying to kill me?"

"Chuck? Oh my gosh! I'm so sorry. I thought…I thought you were a robber!"

"I came back to get my coat. I accidently left it in your bedroom." Chuck rubbed his forehead and winced.

Blair knelt down to him. She touched his forehead gently.

"I am so, so sorry. That looks painful," she grabbed his hand, "Here, come with me. I'll give you some ice for that."

Five minutes later, Chuck was sitting on one of the large, leather armchairs in the Waldorf living room. Blair was sitting on the armrest, assisting Chuck in holding up the pack of frozen peas to his forehead.

"You know, Waldorf, if college doesn't work out, I suggest a career in law enforcement, you've got a lot of hidden body strength."

"Chuck," she sighed, "I already told you, I'm sorry."

" Are you sure you weren't trying to murder me?"

"Chuck, stop it. I didn't know it was you!"

"Relax, Waldorf, I'm only kidding."

She reached out her free hand and rubbed his forehead soothingly. "Does it still hurt?"

"Slightly," he grimaced.

"I wish I could do something to make it better," Blair said with a guilty look across her face.

"Well we could have a repeat of the other night," he suggested slyly.

"Oh you've got to be kidding me," Blair laughed dryly, "If you think that will ever, _ever_, happen again then I must have hit you a lot harder on the head than I thought."

"We'll see about that," Chuck mused.

A comfortable silence crept into the room. Blair and Chuck both lost in thought, about the other.

"I'm sorry Chuck," Blair whispered. She bent over and placed a soft kiss on his forehead.

He looked up at her and their eyes met. Something powerful overcame them as they both slowly leaned forehead. Their eyes fluttered down every so often to glance at the other's lips.

They were so close together, she could feel his warm breath tickle her face and he could smell her sweet perfume. But, they hesitated for a split second, before simultaneously reaching the other's lips. It was slow at first, until he coaxed her mouth into opening. Then it quickly became heated.

He placed his strong hands on her waist as she toyed with his hair. He pulled her down, and she easily slipped onto his lap and wrapped her arms around his neck to pull him closer.

Finally, after what felt like an eternity, they broke apart. Their foreheads remained touching, as their breathing slowed.

"Waldorf, you are by far an even better kisser when you're sober," he smirked as he braced himself for her wrath.

"Hmm," she said absentmindedly, still lost in the recent kiss.

"You're not going to yell at me?"

"For what?" she replied in a distracted tone.

"I don't know. What happened to that's never happening again?"

"Don't ruin it," she said, "Besides, I was only talking about the sex."

Chuck lost his breath for a minute. That was just enough for the realistic side of Blair's brain to set in. She abruptly stood up off of Chuck's lap, and picked up the package of peas that had fallen to the floor.

"Here, you might want to ice it again during your ride home."

Chuck took that as his cue to leave before Blair did actually yell at him.

The next morning, Dorota walked into Blair's room while she was getting ready for school. "Miss Blair, a package, from Mr. Chuck!"

Blair took the package, and carefully opened it after Dorota left the room.

"OH MY GOD. He has got to be kidding," she said quietly to herself.

Inside the box was a collection of "x-rated cinema" like he had mentioned the day before. With them was a note.

_Waldorf,_

_Just wanted to broaden your horizons after our little conversation yesterday. Watch for your own viewing pleasure. _

_Chuck._

Blair blushed at his comment and innuendo. She quickly shoved the box under a large pile of shoeboxes in her closet.

**A/N: Don't be shy. Review :)**


	5. Chapter 5

**Thank you thank you thank you to everybody who took the time to review my last chapter! I really appreciate it. **

**Disclaimer: Sadly, I own nothing. If only I could own Ed Westwick.... **

_Blair shut off the soothing warm water of her shower and winced when her body reached the cool bathroom air as she stepped out. She grabbed a plush, white towel from the rack and began to dry off. _

"_Shit," she muttered when she realized she had forgotten her clothes on her bed. She wrapped the towel around her torso and padded out of the bathroom into her connecting bedroom. She spotted them on the corner of her bed, and just when she dropped her towel to change, the door flew open, revealing Chuck Bass. Blair gasped and quickly bent down for the towel to cover her body. _

"_You don't have to do that," he replied with lustful eyes as he scanned her body and the areas the towel was not able to fully shield from his view. _

"_What?" she spat as she adjusted the towel to hang securely on her body. He ignored her question and stalked over to her. She felt like quivering from the intense look on his face, but she didn't move her feet from their firm spot on the floor. _

_Chuck reached out a strong arm and pulled her firmly against his chest; her partially wet body soaked his silk shirt, but he didn't seem to notice. He closed the miniscule distance between them with a searing kiss to her lips. Blair froze for a second, but she didn't pull away. She felt the hunger in his lips like he hadn't eaten for years and she was the only thing he wanted. _

_He eagerly pushed his tongue into her mouth like his life depended on it. She let him in with a low moan. He pushed her down onto the bed, and she wrapped her arms around his neck as her legs came around his waste. For once in Blair's life, she didn't think. It felt right. Even if her mind was able to voice it's opposition, she doubted she was even capable of stopping herself now as she felt the heat pooling between her legs. _

_Chuck ripped the towel from her body and flung it across the room. He took a moment to lustfully stare at her body. His clothes were quickly shed in between kisses. Besides the many sounds of pleasure both Chuck and Blair were emitting neither spoke a word. Now was not the time; they had something more important to do. _

"_Please Chuck," she whispered. He filled her, and her eyes instinctively closed. Their bodies began to move in perfect sync, like they had been doing this for years. _

"_Blair!" he called out with pleasure. "Blair. Blair," he repeated in a different and serious tone._

Blair opened her eyes and gasped when she didn't see Chuck. Then she sighed, _it was just a dream. More like a nightmare_, she thought. She shuddered; she couldn't believe her real self or her dream self would ever willingly sleep with Chuck. Then again, she actually did do that…But she rationalized it was only one time.

"Blair." She heard it again. She turned her head and found Eleanor standing next to her bed. She flinched when she felt Eleanor's cold hand touching her bare arm.

"Mother, what are you doing here?" Blair screeched, as she slid down under the sheets and wrapped the warm covers around her body for comfort.

"We are going to be late for our appointment at Paulo's," Eleanor said through her pursed lips and strained face. It may have been 10 am on a Saturday, but they had to get in early appointments with their beloved hairdresser so they would be perfectly groomed for the Stein's Fundraiser Banquet that evening. Blair groaned at the thought of spending time with Eleanor today and the reminder of another boring society party she had to attend.

Without even waiting for a response, Eleanor turned on her polished heel and strutted out of the room leaving Blair's mind to wonder to thoughts of a naked Chuck.

Blair was still thinking about her dream when she stepped out of the limo that evening. She didn't want to admit to herself that she enjoyed it, so she tried to convince herself how disgusting it truly was. It wasn't working. She couldn't get her mind off the dreamt up image of Chuck peppering kisses along her abdomen.

Luckily, she didn't have to see Chuck today. They had already decided not to work on the project today and she knew he wouldn't be attending tonight's event. Sure, he must have been invited. Every prominent Upper East sider -parents and children- was invited. But the chances of him showing up were slim to none. He had already made it perfectly clear that night they fought that he wasn't interested in keeping up appearances. Interestingly, that was also the night they had sex Blair realized as her mind began to wander again. She sighed, _why couldn't she get her mind off of Chuck Bass_?

"Blair!" Serena called Blair over to a table of their friends all huddled in the corner, quietly gossiping to each other, admiring the boys, and rating the girls outfits.

Blair excused herself from a group of older women who had been chatting with her for far too long for Blair's liking. Blair smiled at her friends and sauntered over. She gave them each a hug, and they quickly caught her up with their conversation.

They were discussing the homecoming dance next weekend.

"Blair, have you found a date yet?"

"No," Blair replied, playing with her diamond bracelet. "I'm working on it."

"Good luck, B. Ohh! You and whoever your date is can take pictures with Nate and I!" Serena exclaimed.

"Nate asked you?" Blair asked, shocked Serena hadn't mentioned it before.

"Yes," Serena giggled happily.

Blair changed the topic after that. She didn't want to hear any more.

"Girls, I'll be right back," Blair excused herself later on that evening, as she stood up to go to the bathroom. Serena looked up at her and started to stand up to accompany Blair. "It's alright, S. Enjoy your martini. I'll only be gone a couple of minutes."

Blair made a beeline for the back hallway where she knew from years of attending banquets that there would be private bathrooms. She hated dirty, common public bathrooms.

Out of sight of the judging eyes, Blair relaxed. She took a deep breath of relief, and slowed her pace. As she walked, she began to study the beautiful paintings of the empty, ornate hallway. She was so busy looking at them that she didn't notice the object of her dreams walking down the same hallway, walking back from the bathroom where he had stopped before entering the party. He also specifically went to the private bathrooms; if only they knew how similar their personalities were.

"Oof," Blair said as she bumped right into him. She looked up from his chest, "Chuck?"

"Waldorf," he smirked down at her, trying to not let on how pleased he was to see her.

"What-What are you doing here?" she stuttered a little stunned.

"How could I miss the Stein's lovely fruit dish?" Chuck answered suavely. It's not like he was going to tell her the sole reason he came was to see her. He had to retain some dignity.

"I thought you didn't waste your time at these functions," she muttered bitterly.

"Changed my mind," he replied vaguely.

"Well, if you'll excuse me," Blair said as she started to walk down the hall, but Chuck blocked her and wouldn't let her pass.

"Bass," she said exasperated.

"I just got here, let's catch up," Chuck replied.

"Seriously Chuck? I'm not in the mood for this."

"What happened?" he asked concerned.

She paused, not really wanting to admit her feelings to him. He waited for her to speak. He wanted her to know that she could trust him.

"Nate asked Serena to Homecoming. I mean I guess I saw it coming. But it's still a shock. Last year, Serena had a new guy every week. And I'm sure tons of guys asked her to Homecoming. I wish my life was like that," Blair rattled on. Afterwards, she inwardly cursed herself for once again sharing too much with this motherchucker.

"Blair, you have absolutely nothing to be jealous of Serena. I know some things about Serena that would change your opinion of her."

"Really," Blair asked slyly, "Care to share, Bass?"

"Sure. If you go out with me."

"What?" Blair practically shouted.

"Don't get your panties in a bunch, Waldorf. It's one date. I promise to make it worth your while," he smirked.

"You have got to be kidding," Blair laughed dryly. "Oh my god. You're not."

"I'll make it easy for you. We can go now."

Blair paused, thinking about the hours of boredom left until the party ended. She'd probably have to feign interest in a bunch of boring conversations, avoid her mother, and try to pay attention to some dull speeches.

"Fine," she said, " But on one condition."

"Anything," Chuck smirked.

"This isn't a date. It's…It's a get together among friends."

"Whatever you say, Waldorf." And with that, he placed his hand on the small of her back and guided her towards the back door.

* * *

A/N: I hope you guys are still reading after my break! I'm sorry it took so long for this update. School has been hectic, but I'm already working on the next chapter :)

Did you guys like Blair's dream?

I'd love to hear what you guys think of this chapter and **Review if you want to see what happens on Blair and Chuck's "date" :)**

Also, I've started a blog...So check it out! (Links on the profile)


	6. Chapter 6

**Thank you to everyone who reviewed my last chapter! If you have an account with messaging enabled I replied to you, but if not then I want you to know I appreciated your review too!**

**Disclaimer: Gossip Girl is not mine. I do, however, own a poster of Ed Westwick…does that count? :) **

"I can not believe Serena puked on Taylor Lautner last summer!" Blair laughed happily as she took another sip of her wine.

"Believe it, Waldorf. When Serena's around celebrities she's even worse at holding her liquor than she is at algebra," Chuck grinned.

"Thanks for taking me out tonight, Chuck. I really needed this." Blair nibbled on a chocolate brownie Chuck insisted she try.

"My pleasure, Waldorf." Chuck drank another sip of his scotch before eating another bite of soufflé.

"I know you were just trying to do me a favor to make me feel better. The date idea was a nice pretense."

"Blair, it wasn't a pretense," Chuck said as he placed his fork down on the table.

"It's okay, Chuck. Really, I'm a big girl. I can take the truth. I know you don't do real dates, unless they end with a naked model in your bed."

"Blair, I really wanted to take you out. No strings attached," Chuck said looking into her eyes. "Unless of course, you want this to end in my suite." She shot him a glare.

They fell into a comfortable silence. Blair studied their surroundings. They were sitting at a secluded back table in a posh restaurant. The restaurant was romantic, but the vibe was still upbeat. Blair and Chuck, who were now eating dessert, had had a great dinner. The conversation flowed and surprisingly, they had been very comfortable together. Blair adored all the attention Chuck was giving her. But, she realized it was _only_ dinner. Little did she know, Chuck had more in mind for this evening.

When they finished eating, Chuck paid their bill. He helped her put her coat on and led her out to his limo. After she sat down inside, Chuck whispered some directions to his driver holding the door open, before joining Blair in the limo.

"What was that all about?" she asked.

"What? Oh my driver? He just had a question about, uh, his salary," Chuck replied, glancing out the window. Blair didn't believe his answer, but she shrugged it off.

After a couple of minutes, she felt the limo come to a full stop. She stepped out of the limo, expecting to see her building because she had presumed Chuck was dropping her off at home.

"Chuck, why are we at your hotel?"

"You'll see," he replied, while guiding her out of the limo. He placed his hand softly on her hip as they walked into the hotel. Maybe it was the wine, but Blair decided not to protest; it felt too nice to stop.

"Chuck, seriously. I told you I'm not going back to your suite," Blair added a little panicky as they walked through the ornate lobby. The various workers of the hotel paused to greet Chuck as they passed. Chuck nodded at them.

"Waldorf, I give you my word. We are not heading towards my suite," Chuck said. "Just trust me on this one." He told her as he led her out a side door.

Blair froze when she took in their surroundings. They were in a dark alley behind the hotel. The alley was empty besides a few dumpsters and one chef smoking farther down.

"Chuck," she hissed "Where the hell are you taking me?"

"Waldorf, relax. Are you scared?" he playfully teased as they remained standing there.

"Of-Of course not," she replied in a weak voice that sounded strange to her ears. "I'm just concerned about the dirt here. These are new shoes after all," she said as she regained her composure.

"And that's all you're worried about?" Chuck pressed.

"Fine, so I'm worried we're going to get mugged or murdered. Excuse me for being the sane one concerned about our safety," Blair admitted.

"You have nothing to worry about," Chuck replied confidently.

"Really? Cause I'm pretty sure we're in the middle of a dark alleyway at 11pm," Blair screeched.

"I meant, if that did happen, I would protect you. From anything," Chuck said.

Blair laughed assuming Chuck was making a silly comment but when she looked up she saw the serious way he was looking at her, something told her that he wasn't kidding.

Blair didn't say anything; she was stunned. She managed to smile up at him and let him lead her down the alley. They arrived at a brown door on a faded brick wall, and Chuck pulled out a key to use it. Inside was an elevator. Blair breathed a sigh of relief; at least they were inside now, though she was really hoping they wouldn't be using that sketchy elevator.

She groaned when she saw Chuck push the up button on the lift.

"Bass, I demand that you tell me where you're taking me or I refuse to go any farther."

"And what if I don't? Are you going to walk back through that alley alone?"

Blair didn't say anything. Chuck knew her too well. She just hoped they would get to wherever they were going soon. And she vowed to herself that she would never agree to go out with Chuck again.

"Hurry up, Waldorf," Chuck called from the waiting elevator while he prevented the elevator doors from closing with his hand.

She hesitated for a brief moment before joining him in the elevator. Blair watched him release his hand from the door and press floor 16, which appeared to be the highest floor available. Blair's eyes widened with curiosity and suspicion. She had been in the hotel many times before for various occasions but she had only seen elevators go up to the 15th floor.

"Bass, what the hell is going on?"

"Waldorf," he sighed. "Can you just relax and enjoy the surprise?"

"How in the world is this enjoyable?" she questioned.

"You'll see," Chuck smirked.

The doors opened and Blair's mouth fell agape. Chuck grabbed her hand to pull her out of the elevator. He didn't let go of her hand as they walked around their destination. She barely even noticed his hand grasping her own as she was too busy taking in the sights.

They were on the roof of his hotel. From their spot, they could see practically all of New York City; his hotel was one of the tallest buildings in New York after all.

They city was dark from the night and illuminated by thousands of tiny, shining lights of city life. Blair looked to her left and she could see the Hudson River that appeared to be glistening as it reflected the light of the moon and the stars. She smiled to herself at how beautiful it looked; how did he know she adored the view of the city at night? She felt like time stopped while they looked out, and they were the only people in the world; a rare feeling amongst the normal bustle of life in the crowded city.

"Come here," Chuck said, starling her from her trance. He pulled her along to a corner behind a high, white picket garden fence Blair hadn't noticed before. She saw some old flowerboxes filled with dirt and dried up flowers. She wondered whose garden it had once been.

"It was my mother's," Chuck explained like he read her mind.

"The garden," he added. "It's the only thing of my mothers that my father didn't destroy… only because he never knew she had this up here. I found her name carved into one of the flowerboxes." Blair nodded as she listened to him intently.

"How did you find it?" Blair asked as they walked along past the dried up flowers.

"Came across it after a _dispute_ with my father back in middle school. I've been coming up here ever since."

"Here," he gestured as he led her to a bench, the size of a loveseat, residing near the corner of the garden. It provided the perfect view to look out. She sat down still in her navy blue gown and gold heels from the party earlier this evening. It felt like years since she was seated at the Stein's Banquet when in fact it had only been a couple of hours. He carefully sat down next to her. He was also still in his party clothes, a dapper black tux and polished shoes to match. They sat in a comfortable silence as they gazed at the view.

"It's lovely," Blair said. She could have sworn she saw Chuck smile but the movement of his mouth was so quick it was almost unrecognizable.

Blair pulled off her heels, wincing at the blisters that had formed, and folded her moisturized legs on the chair under her.

A cool wind blew across the rooftop. Blair shivered slightly and leaned closer to Chuck. He wrapped his arm around her to keep her warm. It also just happened to bring them closer together. Blair leaned away from his embrace, but when the wind blew again she leaned back into his strong chest.

"Chuck?" she asked quietly, not wanting to break the peacefulness.

"Hmm?" he mumbled.

"Why did you take me up here?" she asked, slowly turning to face him.

"I wanted to show you what I do during the day since you seem to be under the impression that _all_ I do is drink, and smoke," Chuck replied trying to keep the bitter edge away from his tone. He didn't want her to think he was mad at her. It had, naturally, bothered him that she thought that was all there was to him, and he wanted her to know the other sides of him, to understand the _real Chuck Bass._ He took many sleepless nights thinking about Blair to come to the conclusion that this was the only way to show her.

Blair stared at him puzzled for a minute, until she remembered their conversation earlier in the week…

_Blair laughed. "Oh yeah, that would just be so productive wouldn't it? I could spend my days skipping class to drink in the back of my limo and light up in Central Park."_

_"If that's all you think I do, you don't know me. At all," Chuck retorted in the harshest tone he could muster to hide how much her comment stung._

"Chuck," she said as she placed a manicured hand on the side of his face. "I didn't mean what I told you. You were… just infuriating me."

"I know you think that about me. I wanted you to see this… to see there is more to me…than meets the eye," Chuck said slowly. "I come up here for peace, to escape my father. And I come up here to think. I've never drank, smoked, or even fucked a girl up here." He looked into her eyes as he spoke and Blair noticed the vulnerability and pain in them. She couldn't imagine having a father like Bart Bass and being motherless. At least she had Harold.

"Chuck," she said as she traced his jaw with her fingertip, "Thank you for taking me up here." And just like that she brought her hands abruptly back into her lap and turned her focus back to the skyline. Chuck smirked, pleased with himself for breaking her cold exterior, even if it was only for a few minutes.

They continued to gaze out across the city. Eventually Blair fell asleep and her head feel gracefully onto his shoulder. Chuck remained awake. He tried to keep his focus on the skyline, but he had trouble taking his off a sleeping Blair. He couldn't believe that she was just as beautiful asleep as she was awake. He knew he should probably wake her up and take her home, but he cringed at the thought of disturbing her sleep.

Eventually, an ambulance siren rang a couple blocks away, just close enough to wake Blair up. She murmured some words unrecognizable except "Dorota" and "breakfast" and stretched dramatically while keeping her eyes closed.

"Bass?" she screeched startled for a second by his presence and their current location before she remembered what had transpired that evening. She smiled slightly to herself at the memory.

"Waldorf, I should take you home now," Chuck forced himself to say. His voice was laced with a trace of regret as he stumbled over the words.

"Yes, that would be…fine," Blair said as she looked down at her phone to check the time. She sighed when she realized how late it had gotten. The sun would be rising soon, and Dorota would be worried if she arrived to the penthouse only to find Blair not there and alert Eleanor who wouldn't have even realized her daughter was missing.

Blair stretched her arms over her head to relieve her sore back after sitting in the same position for hours. Chuck stood up and offered his hand to Blair. She let him pull her to her feet, before they walked back to the elevator.

"Has anybody else besides you or your mother ever been up here before?" she asked as he pushed the down button and they waited for the elevator doors to open.

"Not that I know of. I know my father never bothered to go up here. And I've never taken anyone up here, until you that is," Chuck said as they entered the elevator.

"Thank you for sharing this with me," she said as the elevator doors re-opened and they made their way through the alley and then the lobby.

"No Problem, Waldorf," he smirked slightly.

She tried to find the words to express how her opinion of him changed, but she didn't want to admit that he was right and before tonight she had merely thought of him as someone who did nothing but participate in illegal activities. Granted, all she learned was he liked to be on his rooftop to think quietly and enjoy the view, but it made her think about how many hardships he had faced in his life that he needed those precious moments of peace not to go insane. She understood his need to escape his father's presence, much like her own desire to escape her mother. Clearly, there was more to Chuck Bass than meets the eye, and Blair was secretly thrilled to learn even more about him.

They entered the limo for the ride through Manhattan. This time the limo did indeed stop in front of her building. She stepped out of the limo, and Chuck started to follow her out, but she held up her palm.

"Thanks, Chuck, but I think I can manage the rest of the way by myself."

He reached out his own hand and gently placed her palm at her side before stepping out of the limo to stand next to her on the New York City sidewalk.

"What floor are you on again?" he asked as he moved ahead of her to walk into the lobby. She stood still for a second, a little startled that he had just disregarded what she just said. That _never_ happened to _Queen B_, _especially_ not on dates. When she was going out with Nate last year, he had always done whatever she requested. Of course, this date today was with a certain Bass and Blair realized she should have known not to expect anything she was accustomed to on dates with Nate or any other guy for that matter. She walked quickly to catch up with Chuck who she found waiting just inside the hotel doors.

He walked with her through the lobby and up to the Waldorf penthouse. She paused when they entered the dark foyer, waiting for him to leave.

"Waldorf," he drawled. "I'll let you get your beauty rest. I assume we'll be working on the English project tomorrow?"

"Sure," she replied. "Oh, wait, I forgot. My mother is hosting a brunch tomorrow. I can get out of it. I will _gladly_ get out of it. But we can't meet here. Maybe the library?"

"We can work in my suite," Chuck suggested. Blair gulped.

"Is there a problem working in my suite?" Chuck questioned.

"I just, I doubt we'll get any work done there," Blair scoffed.

"Nonsense, we can do the English project," Chuck said. "Or anything else." He smirked, giving away his on the spot innuendo-the best he could do at almost 3 in the morning.

"Fine, Bass. Your suite. Tomorrow. 4pm," Blair stated in her no nonsense tone. Chuck nodded his head in agreement.

"See you tomorrow, Waldorf." He started to turn towards the elevator, but stopped. He walked toward her. Her knees felt shaky as he came closer, but she held her heels firmly planted on the marble floor.

In one fell swoop, he pulled her into his arms and placed his lips gently on to hers. It was passionate, yet sweet. He placed one hand firmly on her waist while the other cupped the back of her head. She moved her arms up to rest on his neck and her fingers danced with the hair on his neck. She reveled in the kiss and found herself a little disappointed when he didn't try to deepen the kiss. When he pulled away, she had to use a great amount of self-control to prevent a whimper that wanted to escape at the loss of contact.

"Bye, Waldorf." He said as he backed away toward the waiting elevator and pressed the button for the lobby, never taking his eyes off of hers.

"Chuck, wait!" Blair called out. She didn't know what came over her, but she couldn't stop her rash move now.

She stalked into the elevator, grabbed his face with her two hands and kissed him hard on the lips. Chuck was stunned for a second before her wrapped her up in his arms and pulled her close. They both deepened the kiss, and before they knew it they were both panting as their tongues continued to duel. Their hands began to roam each other's bodies. Chuck's hands made their way to Blair's chest and she moaned.

Suddenly, the elevator dinged to signal that they had reached the lobby, and they broke their embrace. Blair quickly backed away from Chuck, who was sporting a guilty smirk.

"See you tomorrow, Bass," she said curtly, feeling embarrassed.

"Tomorrow," he nodded at her, before strolling out of the elevator all the way to his limo. He left a blushing Waldorf in the elevator, who used her ride back up to her penthouse to silently curse that motherchucker for being so good looking to make her do something so impulsive.

**Full disclosure: I do a little happy dance every time I get a review.**


	7. Chapter 7

**Thank you to all my lovely reviewers! I think I must have read all your fabulous reviews about 20 times…. that's how happy they made me :) **

**Disclaimer: Gossip Girl is the property of The CW and ****Cecily von Ziegesar. **

"Good morning, Miss," a stout maid said to Blair with a polite nod as she opened the door to Chuck's suite. Blair had been startled when she knocked on Chuck's door and the maid had answered, but she quickly took in the maid's coat and purse and realized she was on the way out.

"Mr. Bass is back there, Miss." And with that the maid gave a second nod before leaving Blair alone with Chuck, wherever he was, in Chuck's suite.

Blair swiftly pulled out her favorite lip-gloss from her bag to give herself another swipe. As Blair remained standing in the foyer, she was about to reach for her compact to reapply her blush when she stopped herself. Appalled at the fact that _she_ was making herself look good for _Chuck Bass_, she quickly shoved her items back in her bag, and strutted confidently over to the room the maid had pointed to in the back of the suite. Blair cringed when she realized it was his bedroom.

"Chuck?" she called out as she knocked on the closed door. A flood a dirty thoughts suddenly entered Blair's mind. She blushed and willed her mind to think about something else…The English project! Suddenly, Blair's mind flashed again to Chuck entertaining a model in his suite bedroom right now. Her blood boiled at the thought and with that Blair wrenched the suite bedroom door open.

She opened her mouth to start yelling at Chuck to kick out whatever slut was in his room, but she paused at the sight before her. Chuck Bass was soundly sleeping in his bed. She noticed a half full scotch was on his night table as well as a copy of the novel _Emma_. She turned to look back at Chuck but her neck suddenly snapped back to look at the night table. _Wait, Chuck was actually reading Emma, for their English project? Maybe he was more dedicated to the project then she assumed._

She walked closer and smiled at how cute he looked sleeping. _Wait, Chuck Bass? Cute?_ She felt like hitting her head to make it stop thinking about Chuck Bass.

"Chuck," she demanded, willing him to wake up. _How dare that mother chucker sleep when they were supposing to be working?_

"Chuck," she stated a little louder.

"Chuck!" Still nothing. Not even a flutter of the eyes, or a roll over in the bed. She sighed. Chuck Bass appeared to be quite the heavy sleeper.

She poked him and hit him, but nothing! She sat down in a chair by the window of Chuck's bedroom, exhausted at her efforts. She was _not_ going to let Chuck Bass ruin her perfect GPA. But what else could she do? She closed her eyes for a minute, and her mind suddenly flooded with images of her and Chuck kissing. Blair grunted, as she shot her eyes open, sick of thinking of Chuck Bass doing dirty things to her.

Then she smirked slyly. Maybe her mind had come up with a good idea after all. This _sleeping beauty_ needed something else to awaken him. She sauntered over to Chuck's bed and then paused. _What was she doing?_ This was not Blair-like. She sighed, and started to walk back to the chair. But she reminded herself; _it was for the sake of the English project_.

She stalked over to Chuck's bed and without an ounce of hesitation she bent over Chuck's sleeping form and placed a firm kiss on his lips.

His eyes remained closed, and Blair assumed he was still sleeping. She was startled when two masculine arms reached out from under the silk comforter and pulled her roughly on top of him. Her legs fell unceremoniously to the side of his. She was sprawled out on top of him and when she tried to pull away he only held her tighter to him. As Chuck deepened the kiss, Blair let him and started to loose herself in the kiss.

Finally, Chuck pulled away from a now breathless Blair as he opened his eyes a big, pleased smirk appeared on his face. Blair remained in his arms and whimpered at the loss of body contact before she realized she had just been kissing Chuck Bass! She abruptly stood up from his bed and smoothed out her yellow dress.

"Bass! What the hell? First I come in here and you're sleeping when you should be working! And then you take advantage of me like that!" Blair bellowed after she re-gained her composure and her breath had returned to normal.

"Waldorf, if I'm not mistaken, I believe it was _you_ who kissed _me_ now," Chuck retorted from his position in bed. He placed two hands behind his head and leaned back.

Blair's mouth formed into a perfect "O" when she realized Chuck was right. _Damn that mother chucker_.

"Bass, you better be up and out of that bad in the next thirty seconds. We have a project to do for god's sake!" Blair screeched.

"Are you sure about that Waldorf?" he asked as he lifted an eyebrow.

"Of course! Why wouldn't I be sure of that? We're already 30 minutes behind schedule for work today! Now get up," Blair yelled with annoyance, as she stood at the foot of his bed tapping her foot.

"As you wish," Chuck smirked. He pulled back the covers and stood up from his bed. Blair blushed. He was naked except for a pair of navy blue silk boxers. Blair couldn't help but rake her eyes over his perfect body.

"See something you like, Waldorf?" Chuck asked to Blair whose blush grew a little deeper.

"What? No. Uh. No… No," Blair spilled out. "Just get dressed Bass! Now. Meet me in the living room and we can _finally_ get to work after your little set back." Her bitch mood quickly surfaced. She turned on her 3-inch heel and left his bedroom. Chuck quickly slipped on some khaki pants and a yellow button down, subconsciously matching her, before joining Blair.

About an hour later and after Chuck worked diligently much to Blair's surprise, Blair's stomach growled. She tried to ignore it and went back to working.

"Waldorf, have you eaten dinner yet?"

"No, but it's not a big deal. Let's just get back to work," Blair answered as she continued to research something on her laptop.

"Not so fast. I think we can afford a few minutes to break." Chuck put down his notes, reached over to Blair and closed her laptop, eliciting a loud groan from Blair. He stood up and lent a hand to pull Blair to her feet. Blair walked over to the foyer where she had dropped her purse and coat.

"Waldorf, where are you going?"

"I thought we were going out to dinner!" Blair said exasperated. _First he makes her stop working and now he's playing games with her?_

"That's not necessary," Chuck explained as he sauntered over to the kitchen.

"Bass…. you can cook?" Blair asked puzzled.

"Of course," Chuck feigned hurt as he pulled out a frying pan.

"Are you sure?" Blair questioned as she placed a hand on her hip.

"I'm sure I can cook Waldorf," Chuck said absentmindedly. He mumbled to himself as he pulled different ingredients from his refrigerator. Blair can't help but smile at how adorable Chuck looked talking to himself.

"When did you even learn to cook?" Blair walked over to the counter and in the most lady like manor she can muster, pulled herself up to sit on an empty counter space.

"I often wandered into the kitchen at my father's penthouse, once again, to avoid my father. There was this one chef, Chris, who was always nice to me. He let me taste what he was making. He taught me how to make a lot of dishes, and the rest I guess I just picked up," Chuck explained.

Blair watched intently as he worked. She internally reprimanded herself for noting the way his arm muscles flexed as he worked. To get her mind on better things, she tried to figure out what he was making. Finally, as he began to crack eggs into a frying pan she caught on.

"Breakfast for dinner, Bass?" she questioned with one eyebrow lifted.

"I hope you don't mind, Waldorf," he said. "It's my favorite. I guess I just make it on autopilot," he added with a slight, rare laugh. "I hope that's okay with you."

"Breakfast for dinner is my favorite meal too," she smiled. She watched Chuck continue to work.

As Chuck finished using the butter, he tossed the empty wrapper behind his shoulder like he always does. He figured if he didn't make it in the garbage can a maid would pick it up later. What he didn't account for was a certain Waldorf sitting right in his throwing line.

"Ew, Bass. Seriously? This was a silk dress" Blair whined as she plucked the wrapper off her dress and tossed it on the floor. She shuddered as she looked at the big grease stain right below her chest.

"Waldorf, it's not my fault you picked the worst place to sit in the kitchen," Chuck said though laughter as he arranged some eggs, pancakes, and toast on two plates.

"What about my dress? This isn't funny," Blair sulked.

"Naturally, I'll pay for your dry cleaning bill," Chuck stated as he gritted his teeth to hold back his laughs.

"Uh-uh Bass. That will not cover the emotional damage," Blair said slyly with a coy smirk.

"Really? What did you have in mind then?" Chuck smirked as he turned around to face her, his mind in the gutter as usual.

Blair discreetly reached behind her, grabbed the bottle of ketchup, and opened the lid. She quickly pulled it out and squeezed it so it sprayed Chuck right on the center of his button-down shirt.

"Waldorf!" he groaned.

"Bass, I'm surprised," she clicked her tongue in a playful, disapproving manor. "You of all people should know… payback is a bitch," she smirked.

A shocked Chuck stared at her before he also grabbed something behind his back and quickly smashed a piece of toast, strawberry jam side up, on her chest.

"Chuck!" she gasped as he continued to rub in the jam, making sure it stained. She stealthy reached across the counter top for the jar of maple syrup, all while remaining seated on the counter. She held it up in front of her, daring Chuck to continue.

"You wouldn't," he sneered, as he stepped closer

"Try me," she said as she raised an eyebrow at him.

"I don't think so, Waldorf," he said as he placed himself right in front of her, leaning slightly on her legs that were dangling off the edge of the counter top and placing his palms on the counter next to her thighs. Her breath hitched at his close proximity.

"Really Bass? What are you going to do to stop me?" she teased. He inched his body closer to hers. She could feel his cool breath on her face. Their eyes remained locked.

"This," he whispered against her lips before kissing her deeply. Blair gently dropped the maple syrup jar onto the counter and instinctively wrapped her arms around Chuck's neck to pull him closer. Their hands roamed each other's bodies, but before it could go any farther. Chuck pulled away.

"Waldorf," he whispered against her lips.

"Yes," she breathed as he trailed kisses along her jaw line. Her eyes closed out of pleasure.

"Will you go to homecoming with me?" he whispered. His mouth tickled her ear as he spoke.

She opened her mouth to reply, but then closed it firmly. Chuck paused his playful assault on her ear, waiting for her answer.

He could feel his palms sweating. Chuck Bass _doesn't_ asked girls to dances. He doesn't even know why he asked her. It just came out. He'd been dreaming about taking her, but he didn't think he would actually be able to ask her. Yet, here he is, in the heat of the moment, and waiting for her response. Her pause is making him nervous. But he imagines her in another gown like she wore last night, only this time it's for him and he feels butterflies in his stomach. Something he knows he has _never_ felt before.

"Chuck," she whispered as she places a hand on his cheek.

"Waldorf?" he replied huskily.

"Yes," she answered his earlier question by whispering against his lips. She kissed him passionately. He smiled into the kiss clearly pleased with her answer. She wrapped her legs around his torso.

After a couple of minutes, he broke apart despite Blair's grunts of protest; he knows how hungry she is.

"Wait here," he told her before dexterously picking up the two plates and two glasses of orange juice and carrying them into the dining room.

Then he returned to the kitchen, silently laced Blair's hand with his own and led her to the dining room, where he has set up a table for two in the room lit solely by a single candle on the table. They enjoyed a blissful dinner before Blair left to go home. The project was far from their minds.

**Reviews make me smile. **


	8. Chapter 8

**I'm smiling so big right now as I read (for like the 20****th**** time) all your lovely reviews! Your reviews make me so happy and definitely motivate me to keep writing. :) **

**Disclaimer: Gossip Girl is not mine.**

"This better be good, Bass," Blair picked up her blackberry as she used her free hand to sift through racks of dresses. She and Serena were scouring New York City to find the perfect dress by this Saturday. Considering today was Monday, they knew they would have to work quickly.

"Hello to you too, Waldorf," he chuckled on the other end. "I wanted to know what color your dress is. I have to pick up my own attire soon."

Blair smiled to herself, pleased that Chuck was making an effort to match her. Nate certainly never did that.

"I don't know yet. I'm dress shopping right now," she replied.

"Really? Tell me, Waldorf, what are you wearing? Hopefully in a dressing room wearing nothing at all," he drawled.

"You're heinous," she said with a laugh. "I've got to get back to dress hunting. But I'll let you know what I find."

"Thanks. Should I assume we're meeting up later to work on the English project?" Chuck asked

"Of course. Oh…Eleanor is hosting a dinner party at the penthouse. We could meet at-"

"My suite? Perfect. Is seven good for you?" he rushed to say, afraid she would suggest the library again. He hated public institutions. Plus, he was hoping for a repeat of certain previous events.

"See you at seven. Bye, Bass," she said. He could hear the smile in her voice.

"See you later, Waldorf," he smiled too.

"Who was that?" Serena asked peering over a clothes rack.

"My date," Blair replied in a cool tone, secretly pleased she had the perfect opportunity to brag to Serena.

"You got a date! That's so great! Who is he?" Serena chirped happily. Blair pretended to be too busy examining a pale pink strapless dress to answer.

"Come on, B. You can tell me," Serena pleaded.

"S," Blair sighed and turned around. "I can't. It's so new… and frightening. I've never been like this before. I've never cared this much about a guy before. I'm scared as soon as I start talking about it, I'll wake up. It doesn't feel real."

"Alright, I understand. I'm happy for you, B!" Serena smiled warmly and gave Blair a hug. Serena pulled back. "But you know Blair, I'm going to find out who your mystery date is on Saturday."

"I know," Blair smiled at the thought of Saturday; it would just be her and Chuck.

---

Chuck combed his hand through his hair one last time and opened the door to his suite.

"Waldorf," he smirked as he opened the door to let her in. Blair brushed past him into the foyer, but he quickly caught up to her and blocked her path.

"Bass," she whined. He remained standing in front of her. They were so close that their chests were practically touching and he could smell her sweet perfume. She placed a manicured hand on her hip and waited for him to move out of the way, but he didn't.

He inched closer slowly and she shot him a quizzical look while trying to hide her sharp intake of breath.

Suddenly, he closed the small distance between them and pressed his lips firmly against hers. He secured his arms around her waist and pulled her flush against his chest. His tongue pushed against her mouth and she instinctively let him in. She moaned into his mouth slightly as she slid her hands up his chest and wrapped them around his neck.

Blair regretfully pulled away and tried to suppress the silly grin she was sure was on her face.

"Always a pleasure to see you, Waldorf," he smirked, still holding her in his arms.

"Bass! We need to get to work," she demanded as she pulled her hands away from his neck and used them to gently uncoil his arms from around her waist. "We have a lot of work to make up from yesterday."

They both smiled at the memory of yesterday's dinner and _kitchen activities_ as they walked into the living room and spread out their books on the floor.

---

"So Waldorf…I was wondering" Chuck inquired, setting aside his notes

"Hmm?" she asked as she continued to gaze at her book.

"I've never been to a school dance, or any other school function for that matter," Chuck admitted sheepishly. He cleared his throat, "I mean…what do we do there?"

"It's like a strip club," she smirked as she looked up at him.

"Seriously?" he asked. She noticed the hopeful glint in his eyes.

"No!" she chuckled. "We take pictures, eat, but mostly we dance," she replied seriously.

"Dance? I don't know if you'll be able to keep up with me, Waldorf. I've been told I'm pretty smooth on the dance floor," he teased.

"Is that so?" she said slyly. "You know… I've got moves."

"Really?" he smirked slowly. He stood up and held out his hand. "Show me." Without a moment's hesitation, she grabbed his hand and let him pull her to her feet. He held onto her hand and carefully led her over to a clear space of floor in the living room. "May I have this dance?"

"Yes," she laughed lightly. He swiftly pulled her into his arms. One hand firmly grasped hers while his other hand rested comfortably at her waist. Her free hand glided up to his shoulder. He hummed very quietly to himself as he began to lead them in a graceful dance.

"So we dance, we eat, and we take pictures," Chuck repeated. "Sounds like quite the soirée," he joked playfully.

She swatted his arm gently. "But, I'll be there," she pouted, looking up into his deep brown eyes as they continued to sway slightly. "I promise to make it worth your time."

His breath hitched in his throat at Blair's suggestive comment. He prayed Blair didn't notice his growing arousal. "Anything with you is worth it, Waldorf. Trust me."

"Purple," she said, smiling up at him after a couple of minutes of dancing.

"What?" He twirled them around elegantly.

"Purple is the color of my dress. I bought it today," she explained.

"Excellent choice," he smirked, clearly pleased at her color selection. "And I can't wait to see it on you," he added.

He maneuvered his arm to lead her away from his body at arm's length and then spun her back to him. He dipped her body dramatically and she laughed happily. He pulled her up gently and then held her firmly to his chest.

Blair rested her head on his chest. "This is nice," she murmured.

"It is," he agreed. They fell into a comfortable silence, as their bodies continued to sway in time with the other. She giggled as he dipped her again.

Their eyes met and they leaned forward to share a sweet, slow kiss. They mutually deepened the kiss. They broke apart and Blair smiled against Chuck's mouth before moving her head back to rest on his chest once again.

Chuck quickened their dance pace and they both laughed as they began to spin around the room. Chuck led their next step to the side. Neither of the pair noticed they were moving closer and closer to their open books. Blair's foot got caught on a book as she tried to step left with Chuck.

"Oh!" she exclaimed as the momentum flung her body forward. She fell towards the ground, taking Chuck with her. He fell first with a dull thump and she landed on top of him. They both forgot they were on the ground when they noticed how close they were. She could feel his chest rising and falling; he could feel her cool breath against his face.

They both leaned in slowly and their lips met. Their tongues danced like they had before. Chuck's hands roamed Blair's body and she moaned into his mouth. He flipped them over and Blair squealed. He propped himself up on his hands so he wouldn't hurt her, and peppered kisses down her neck and back up to her earlobe. He paused and pulled away slightly to look at her, much to Blair's chagrin.

"Waldorf," he said. Blair merely grumbled and nuzzled her face into his neck. "Waldorf," he repeated, but she just continued to place light kisses on his collarbone. "Is your ankle okay? It looked like you twisted it before acquainting yourself with my mouth."

"It's fine, Chuck," she replied, not wanting to move from their comfortable position pressed against one another.

"Are you sure?" he pressed, worry evident behind his brown eyes.

"Just a little sore. Nothing I can't walk off," she assured him.

"I'm not buying it, Waldorf." He pulled himself up off her and stood up. "I'm going to get you some ice." She sighed at the loss of body heat and sat up on the carpet floor.

"How's it feeling?" Chuck asked as he hurried back, ice pack in hand.

"It's not that bad," She answered, still sitting on the floor, ankle propped up on the evil textbook.

"Really?" he raised an eyebrow at her. "I'll help you over to the couch." She opened her mouth to protest that she could walk on her own, but stopped herself when she looked into his eyes and saw how worried he was.

After she was properly situated among a sea of pillows Chuck had insisted on propping up around her, he offered, "Here, let me look at your ankle." She reluctantly stretched out her foot, and he grabbed it tenderly. She winced. "Sorry. It hurts that bad?" he questioned.

"Not as much as your cold hands," she jeered with a smile to indicate she was kidding.

"It looks a little tender, but I doubt it will swell too much," he stated.

"Like I said 15 minutes ago!" She started to stand up, but he placed his left hand on her shoulder to stop her.

"Not so fast, Waldorf. I really think you should rest. I insist," he demanded, concern still evident on his face. His right hand was still grasping her foot gently. He bent down and placed a soft kiss on her ankle before placing the ice pack there.

---

"Thanks for the ride, Chuck," Blair said as she leaned her back on the cool window of Chuck's limo. Her ankle was propped up on Chuck's lap and her legs were stretched out over the cool leather interior. "And for taking care of me," she added.

"My pleasure, Waldorf," he drawled. His fingers softly caressed her ankle while his eyes remained locked on hers.

"Though, really Chuck, I would have been fine. It's probably not even a sprain!" She remarked haughtily.

"I wanted to take care of you," Chuck admitted quietly. He didn't even realize the limo had come to a halt outside of Blair's building until his driver flung open the door.

He stepped out of the limo and she moved to step out after him but he swiftly picked her up into his arms, eliciting a squeal from Blair. He disregarded her swats of protest and carried her across the sidewalk, "bridal style".

"Chuck Bass, put me down this second," she screeched.

"Relax, Waldorf," he smirked. She sighed, realizing how stubborn he is.

"Chuck, really, I'm fine. This is not necessary," she pleaded as the doorman opened the door for them.

"Better safe than sorry," he smirked down at her. She laughed and decided to give up her protest. _It was rather enjoyable to be in Chuck's arms,_ she decided.

---

The elevator dinged but they barely heard it over their own laughter when they reached the Waldorf penthouse. He carried her inside; his occasional quiet chuckle and her sweet giggles reverberated throughout the foyer walls. To say they were enjoying their time together would be an understatement.

Their happy laughter abruptly ended when they noticed a tall, blonde walking towards them, presumably heading for the elevator.

"Chuck," Blair hissed. He set her down gently on her feet and was relieved to find she could in fact stand on her own feet fairly comfortably. "Serena, what are you doing here?" Blair questioned, trying to keep her voice even.

"I came to see you, but Dorota said you weren't home," Serena replied. She shot a quizzical glance towards Chuck. "I didn't know you were out with Chuck Bass. I…I can go, if you want."

Blair looked down at the ground, before meeting Serena's eyes and explained, "No, it's fine. Chuck was just dropping me off. I hurt my ankle."

Chuck chimed in, "Right. Good night ladies." He looked over at Blair hesitantly, wondering how to say good-bye in front of Serena before deciding to just leave.

As soon as the elevator doors shut, Serena questioned, "Is he your date, B?"

"Come on, let's go up to my room, I don't want to disturb Eleanor's party. I'll explain everything there," Blair sighed, worried about Serena's reaction.

---

"Chuck Bass! Really Blair?" Serena exclaimed, her voice boomed and sent shivers down Blair's spine. "You know his history. We've all read it on Gossip Girl."

"I know, Serena, but…. he's different. There's more to him than meets the eye," Blair said sitting down next to Serena on the edge of Blair's bed.

"Different? Oh please. He's a druggie. A drunk. A womanizer. What else could there possibly be?" Serena bellowed.

Blair's eyes widened. She rarely saw the normally perky Serena this angry.

Serena sighed, "Blair, I just don't want to see you get hurt." Serena placed her hand on Blair's forearm. Blair flinched away.

"I'll be fine," Blair stated coldly, looking across the room away from Serena.

Serena sighed, realizing she was hurting Blair. "Blair, you really like him?" Serena smiled.

Blair nodded slowly, holding back tears.

"Then I'm happy for you! All I want is for you to be happy, B. Really." Serena moved closer to Blair and hugged her tightly. Blair grinned, happy the storm had passed.

"So, have you slept with him yet?" Serena questioned as they pulled away.

"What?" Blair blushed. "No!" she lied.

"You two just seemed pretty comfortable together. It was…sweet." Serena stood up. "Come on, let's go watch _Breakfast at Tiffany's _and you can fill me in on all the juicy details."

"Sounds like a plan, S," Blair smiled.

---

Just when Blair snuggled into her silk sheets that night, a loud buzzing echoed in her bedroom. She groaned and reached over to her end table for her phone. Her face lit up when she saw it was a message from Chuck

_Hey. How did things go with Serena? _

_CB _

Blair's smile widened; Chuck cared about her. Her fingers tapped the keys as she typed back a response explaining what happened and assuring him everything was fine now. They continued to text throughout the night. Though both were tired, neither wanted to say good-bye.

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	9. Chapter 9

**Disclaimer: I own nothing.**

**A/N: Thanks for the awesome reviews guys! I appreciate it so much and I adore each one of you!**

_Previously…_

_-Chuck and Blair grew closer as they worked on their English project together_

_-A drunk Blair slept with Chuck and couldn't remember it the next day_

_-She put the facts together to realize the man who stole her v-card was none other than Chuck Bass_

_-Chuck surprised Blair with a trip to the rooftop of his hotel to share his mother's garden with her_

_-Chuck asked Blair to go to their school's Homecoming Dance…B said yes._

_

* * *

_

Blair scanned the hallway one final time. Chuck had asked her to meet him here after 4th period, but he was nowhere to be seen. After another minute, she slung her tote bag over her shoulder and started to walk down the hall.

Suddenly, an outstretched arm grabbed Blair firmly by the waist, eliciting a yelp from Blair. The arm, now followed by a hand covering her mouth lightly, pulled Blair behind a secluded stairwell.

Blair lifted her arm to slap whoever did this to her, but pulled her hand back when she realized who it was.

"Hey," Chuck whispered softly.

"Hi," she smiled.

He leaned down and pressed his lips onto hers. She moaned as he deepened the kiss.

"Shh, Waldorf. We wouldn't want to get caught," he chuckled. She reached up to his head and pulled Chuck back down to her.

A loud ding of the bell broke apart their kiss. They both sighed, annoyed at the interruption.

"Come on, we wouldn't want to be late for English class," Chuck said as he walked back towards the now empty hallway, reaching out a hand for her.

"Okay, who are you and what have you done with Chuck?" Blair questioned as she took a hold of his hand and they began to walk down the hall.

He shrugged. "I guess you're rubbing off on me, Waldorf." Blair smiled up at him.

"So what time are we meeting to work on the project?"

"Actually, I don't have time tonight," Chuck replied.

"And why would that be?" Blair asked, jealously washing over her. _Why didn't she realize it before? Of course, Chuck was still seeing other girls…or prostitutes_, she thought glumly.

"I'll be shopping."

"Oh." _Of course, he wouldn't tell her the truth,_ she assumed. She averted her gaze, not wanting him to see how much he was hurting her.

"For the dance, Saturday."

"Oh!" _Much better, _she smiled to herself.

"And you're welcome to join me, Waldorf."

"I'd like that," she said as she squeezed his hand. "You definitely need my fashion advice."

"Please," he scoffed, playful glint in his eyes. "That's ridiculous. Have you seen what I wear everyday?"

She agreed with a quick kiss to his lips before they both silently slipped into class undetected by the teacher.

"Chuck, I found some more suits for you tie try on," Blair yelled. She was standing outside a plush navy blue curtain of the only dressing room in the Upper East Side's most exclusive boutique. She tapped her foot impatiently, waiting for Chuck to open up the curtain.

"Bass," she huffed. "Hurry up! These are getting very heavy." She leaned closer and pressed her ear against the curtain. The rustling of clothes and the sound of a zipper sliding up could be heard. Finally, the curtain swung to the side to reveal a half-naked Bass, clad only in tweed dress pants and black socks. Blair's eyes noted the sexy way his hair was tousled before wandering down to his well defined chest and then below to take in the rest of his delectable figure.

"Waldorf, are you okay?" Chuck smirked, noticing the way she was "eyeing" him.

"What?" she asked absentmindedly. A couple of seconds later, she realized what just happened. She looked up at him to nod, but instead she felt her pale cheeks grow hot.

"Here, just try these on," she said, practically throwing the suits at him. She turned around to pull back the curtain and walk out of the dressing groom, but Chuck seemed to have another plan.

"Not so fast, Waldorf." He pulled her to him and she fell limply against his body, jolted from the surprise of the movement. The curtain fell with a loud swoosh closed. Chuck pulled Blair even closer before reaching out to her chin and drawing her lips to his own. His tongue explored her mouth.

"You should probably…try those clothes on…now," she said in between kisses. She tried to keep her voice even but it really came out like a moan. Neither broke away from the kiss.

"Yeah, I should," he replied as he guided her towards the mirror and gently pushed her against it.

"We should stop. I don't want to get caught," she moaned again, even less convincing the second time.

"Yeah, me neither," he drawled. He began to nibble on her lower lip, eliciting her hips to thrust towards his, and a "Chuck" to escape from her lips.

"Everything all right in there?" a young sales clerk called from outside the curtain.

"Yes, thank you," Blair replied, feeling embarrassed. But Chuck seemed unfazed as he continued to press himself against her.

Once she heard the sales clerk's retreating footsteps she pushed Chuck back slightly creating some air space between their bodies.

"Chuck," she whispered sternly. "The fun is over."

"It's just getting started," he said as he leaned back into her.

"That, Bass, was extremely corny."

"I don't do corny," he replied, a cocky trace to his voice.

"You just did," she smirked as she crossed her arms over her chest. This, however, only distracted Chuck to stare at her now accentuated cleavage. When she realized he wasn't listening, she brought her hands up and snapped forcefully until she regained his attention.

"I like this store and I would appreciate it if you didn't ruin my chances of ever showing my face in here again," Blair continued.

"I know something else you'll appreciate," Chuck mocked in an overly deep and sexy voice.

"Enough!" she screeched. She turned around and marched out of the dressing room. Chuck stood mesmerized, watching her sway as she walked out. Without even turning around, she could feel his eyes on her and knew exactly what he was doing.

"At least pretend you're trying something on!" she yelled over her shoulder.

"Thanks for coming with me today, Waldorf," Chuck said as he leaned back on a velvet couch in his suite.

"My pleasure, Bass," Blair replied as she slid into his lap and wrapped her arms around his neck. His arms encircled her waist and he nestled his face into her soft curls.

"How should I properly thank you?" Chuck smirked.

"I think I have an idea," Blair giggled as she leaned in to Chuck to give him a long kiss. He trailed kisses along her neck. Blair's mind began to wonder and suddenly she pulled back, intending to ask what she had been wondering all day.

"Chuck, I…"

"Yeah," he muttered, breathless. He moved back to her neck and led a string of kisses up to her ear. He nibbled slightly on her ear and she got lost in the moment. However, a moment later she regained her train of thought and pulled back again. She took a deep breath and a moment to convince herself that it was necessary that she ask what she was about to ask.

"Chuck, what are we doing here?" she asked, meeting his gaze and searching his eyes for the answer she was looking for.

"You really need a definition? Well, when two people are _in the right mood_, if you will, they…" he drawled in a mocking tone of the infamous sex talk Bart had awkwardly given him a couple of years back.

"Chuck, I'm serious," she interrupted angrily. "What is this? What does this mean for us…?"

"God, Blair. I don't know," Chuck whined.

Blair removed herself from his arms and moved to a wooden chair across the coffee table.

"Come on, Blair. Come back. Let's just enjoy this," he pleaded. He opened his arms as a gesture for her to sit back in his lap, but she remained rooted in the chair.

"Is that what I am to you? Just a good time?" She snapped.

"No, you're not just a good time. You're...I…Do we really have to do this?" He begged, his voice cracking slightly as he held back the three words he didn't have the courage to say.

"No we don't. I think I've learned enough here. Unless you are willing to define this beyond the status of a random hook up, I'm leaving. Any last words?"

"I…Blair…Please, don't."

Blair turned on her heel and marched out of his suite. Once the door was closed, she leaned back against it, bit her lip and finally she let herself shed a single tear.

* * *

A/N: Do you guys read these? I hope so! But if you're not in the mood…**kindly scroll down to the bottom of the page and leave me a review :)**

Okay here we go…Hi guys! I'm back! I apologize for my extended absence. Basically, there was a health problem in my family and on top of some important exams…it was a lot. But I think we can all agree that it happens to the best of us, and the good news is I'm not only back, but during my absence I planned out this story and came up with a ton of new story ideas! And I'm so freaking excited to write more stories for you guys! So, be on the look out for that :)

Thanks for the patience guys and I hope I didn't lose a single reader! Really! I love each and every one of you. So just to make sure I included that lovely summary of what previously happened in this story for anybody who might have forgotten (I know it happens to me a lot!). Did you guys like the "previously" summary? Should I include it again?

Finally, I want to discuss an anonymous review that asked whether I will stop writing because of recent events on the show? The answer is god, no! The truth is I stopped watching after the break during this season (3). I heard the rumors of the direction the story lines were heading (basically the big Chair break-up) and I just wasn't sure I could stomach it. But I figured, Chuck and Blair are endgame…right? And I figured obviously, it won't be too bad. So I almost did watch the second half of season 3. But, I wasn't really feeling most of the first part of season 3. I guess I had really big expectations for when Chuck and Blair would become official, and I felt that the writers left me feeling empty. If I hadn't been reading fanfiction during that time, I probably would have given up on Chair all together! Seriously, you guys are the only reason I've been able to maintain my love for Chair! There are so many really wonderful writers on this website and the show…it just doesn't even compare anymore. I'm not ruling out watching the show in the future (and maybe I'll even go back to watch the rest of season 3) but for now I'm going to only think of Chair season 1, 2 and parts of the beginning of 3. The truth is, I'm afraid I won't love Chair anymore if I keep watching the show.

So back to Don't Judge a Bass By His Cover…**if you want to see whether Chuck will "define" his relationship with Blair…leave me a review so I know you guys are still reading!**


	10. Chapter 10

Disclaimer: I still don't own Gossip Girl.

A/N: Sending love out to all my fabulous reviewers! You guys motivate me to keep writing!

_Previously… _

_Chuck asked Blair to the Homecoming dance and she said yes. Chuck and Blair were finally together…or were they? One night at Chuck's suite, Blair asked, "What does this mean for us?" The notorious commitment–phobe couldn't answer her and Blair left, leaving them both heartbroken. _

**Wednesday…**

"Jenny, chop chop. These drinks aren't going to fill themselves," Blair barked as she leaned back in her seat at a club on the Upper East Side. Serena sat to her left and a couple of her other friends sat across the table.

She felt her purse vibrate and reached in for her cell phone. Before she looked, she knew who it was. He had called her 20, now 21, times that day and each time she let it run to voice mail.

_Call from Chuck Bass_

She wanted to talk to him. Maybe he was finally ready to tell her what she wanted to hear. To tell her he only wanted to be with her. But she wasn't ready to listen to him. She was too scared of the uncertain. What if he didn't want to be with only her? What if she wasn't special to him? What if his prostitutes meant more to him than her? She didn't want to hear what he had to say, not yet.

Besides, a Waldorf _never_ appears desperate.

Luckily for her, there wasn't that much work left for their English project and she didn't need to talk to him about that. He had been a great help when they got to the bulk of the work, but now they just needed to put on the finishing touches. She was going to finish it up tomorrow morning. Even if they hadn't been near the end, she would have just volunteered to do the rest herself. She wasn't sure she could bear to be in such close proximity to him without being able to touch him.

"B, are you okay? You seem…a little tense," Serena inquired, gently patting Blair's arm.

"I'm fine," Blair practically snarled. Her head turned sharply to stare at Serena. Blair's eyes bore into Serena's. Her smirk practically dared Serena to keep going.

Serena raised an eyebrow, knowing Blair well enough to doubt her instant rebuttal.

"Really, S. _Nothing_ is wrong." A fake smile was plastered onto Blair's face.

Serena sighed, not believing Blair's phony attitude. She was worried about Blair but decided not to press the matter further. Serena knew Blair wouldn't open up in front of everyone else.

"Waldorf, can I speak to you?" Chuck spoke into Blair's ear, startling her, as she had not seen him slide up behind her. Without even waiting for an answer he grabbed her by the hand, pulled her out of her seat and across the crowded room. He stopped when they reached a secluded corner.

"Bass, I suggest you unhand me unless you want to walk around New York with one less appendage."

"Oh, feisty Waldorf. Why are you so uptight today? Miss me?" Chuck drawled, stalking towards her. She walked backwards until her back hit the wall softly.

"No. That's ridiculous," Blair said quickly, forcing a laugh. She turned her head to the side so she wouldn't have to look him so close in the eye. He reached out a hand and gently grabbed her chin, turning her face back towards his. Blair couldn't even muster the energy to pretend to resist. Instead, she leaned into his palm.

"I don't think so, Princess. You need me. You can't bear to go a day without feeling the touch of my hands on you," Chuck smirked.

"You must be talking about yourself, Bass." Blair blinked back innocently. But as Chuck leaned in closer, she gulped.

"Just admit it, Waldorf," Chuck whispered into her ear. His warm breath tickled her skin. "You want me." He pressed a faint kiss to the shell of her ear and then headed down. He left kisses on her neck as he moved. He reached the base of neck and nibbled on her skin, leaving behind a faint red mark.

"Chuck," she gasped. Distracted by the work of Chuck's lips, she leaned her head back against the wall. Chuck smirked, realizing he was getting better access to his favorite part of her body.

"Hmm," he mumbled against her skin. He trailed one hand across her waist to where the waistband of her skirt met her shirt. She moaned softly as he lifted his hand just a little under her shirt to tease the taut skin on her stomach. His other hand reached out for her hand. He guided her arm to rise slightly bent and above her head, where he continued to grasp her hand.

If it had been anybody but Chuck, Blair would have already said 'cool it.' There was something about him that made her throw all morals right out the window. With only his tongue, that boy could make her forget her name, her address, and every Audrey fact she ever knew.

Chuck reached up to her shoulder and slowly moved the top of her shirt away from her body. He kissed each new inch of exposed skin.

"Come back to my limo," he whispered, lips tickling the delicate skin of her shoulder. She mumbled some incoherent words, too dazed with lust to hear what he had said. He suddenly lifted his lips away from her skin, snaked his arm around her waist, tucking her close to his side, and pulled her along as he walked out of the club.

Blair's eyes widened but she let him guide her. Even if she couldn't admit it to him, she missed him. She wished she didn't, but she couldn't help the empty feeling in the pit of her stomach knowing he wasn't coming over, he wasn't going to make her blush, he wasn't going to hold her in his arms and he wasn't going to make her smile.

The cool night air hit Blair's skin and she shivered, but kept walking. When she spotted the familiar Bass limo, Blair scowled, realizing what Chuck really had in mind.

"You've got to be kidding. If you think I'm going to give you one final 'ride' then you must have tied your ascot too tight," Blair protested loudly, keeping her feet routed to the ground and dramatically crossing her arms over her chest.

Chuck smirked, clearly expecting her to bitch about his intentions. "Waldorf, are you sure this isn't what _you_ want? Would you really deny yourself something you desire?"

Blair pursed her lips. _Stupid Basshole._ He dangled in front of her the chance to be with him again. They hadn't slept together since the night she drunkenly decided to lose her virginity to Chuck Bass, but that didn't mean they didn't fool around…a lot. But that was before everything changed. So why was he bringing this up now?

"Why are you doing this to me, Chuck?"

"I'm not doing anything to you, princess," Chuck leered.

She sighed. "I don't understand why you're bothering with me. Don't you have some prostitute to visit?"

"Touché, Waldorf." Chuck walked towards her and wrapped his arms around her.

"Chuck," she grimaced. It took all her strength to pull herself away. "You can't just do this. I know this isn't how you operate. I get that. It's okay if monogamy isn't your thing. But it's mine. And I need a boyfriend, not just a lover."

"Blair," Chuck sighed, running his hands through his thick hair. "It's just this is new. Can't we take it slower?"

"Slower as is only you and me? Or slower as in you can still keep some girls on the side. Chuck, this can't work. We're too different. Unless you're ready to make a commitment, I'm leaving. My friends are probably wondering where I am."

"Can't we find some sort of middle ground to make an arrangement?"

"Chuck! This isn't a drug trade or a business deal. It's a relationship. Or at least it could be. I…I have to go." Blair took a deep breath, afraid she was going to lose it in front of him. She slowly turned on her heel and began to walk into the restaurant.

"Will you at least answer my calls?" Chuck called, voice cracking slightly. Blair hurt him more than she knew and more than he wanted to admit to her or even himself.

She wiped a lone tear from her cheek and turned back to face him. She simply nodded, never breaking eye contact.

"And what about the project?"

She paused, until she figured out what he was talking about. Working with him on their English project, felt like years ago. "It's almost done. Don't worry about it. I know we'll both get an A+."

After, she walked back inside, leaving a lonely Bass to sip a scotch in his limo.

**Thursday evening...**

All Chuck really wanted to do was mope around his suite, but his father insisted he attend his dinner party.

On his way out of the hotel, he heard a distinctive laugh from a voice he could never forget. He briskly walked into the lobby, forgetting his normally cool demeanor, to find the source of the sweet laughter.

Chuck spotted her and stopped dead in his tracks, completely shocked. Blair was walking alongside a tall, muscular blond man. The blond's arms were snaked around her back and Blair was leaning slightly into his shoulder, laughing heartily. Chuck couldn't hear what they were saying, but their laughter came through loud and clear, piercing his eardrums.

Chuck clenched his fists and began to stalk toward her.

When he reached a few feet away, facing their backs, he snapped, "What the hell is going on here?"

Blair recognized his voice instantly. Her back tensed and she turned around sharply to face him. "Chuck?" she screeched.

The blond man, she had been previously clinging to, turned as well. He sent Chuck and Blair confused glares, but neither tore their eyes away from each other to notice Blair's friend.

"Excuse me, who are you?" the blonde asked. Chuck was too angry to notice the way the blond's words slurred slightly.

"I'm Chuck Bass," he smirked.

"Well it's nice to meet you Chuck. I'm Kevin Hollis," he smiled, flashing his perfect pearly whites. Chuck's lip curled. Kevin held his hand out to shake Chuck's, but Chuck ignored it.

"Kevin," Chuck sneered. "I think you should remove your hands from Blair."

"Chuck," Blair hissed. "Go away before your most precious asset meets my Christian Louboutins." She lifted one hand towards Chuck's forearm and tried to steer Chuck away from her and Kevin.

"Not so fast, Waldorf. I want to know why this nitwit is with you."

"Chuck, please leave!" Blair pleaded. She nervously glanced around the lobby, checking to make sure nobody noticed the scene Chuck was making.

"You know I can't do that," Chuck replied. He turned away from her and faced Kevin." I suggest you leave before I have my security escort your Abercrombie wannabe ass out of here."

"Are you kidding?" Kevin laughed lowly. "Your security? Can't even fight your own battle in your purple suit?"

Chuck stepped towards him. His jaw was clenched tightly and his eyes stared coldly into those of Blair's companion.

"Chuck, don't do this!" Blair implored.

Chuck heard her sweet voice, but he was so angry that he couldn't make out the words she said. Blair watched wide-eyed as Chuck lifted his arms and pushed roughly on Kevin's chest. Kevin fell back slightly, surprised that Chuck had actually shoved him. Nevertheless Kevin steadied himself upright.

"Chuck! Chuck! Look at me!" Blair yelled. He turned to face her. His expression instantly softened at the sight of her, worried and biting her lip. But before she could even speak, a fist came flying at Chuck's jaw line.

Blair gasped and ran over to Chuck, leaving Kevin to nurse his bruised knuckles.

"Chuck, you enormously stubborn, pain in the ass," she said as she checked his face for cuts and bruises. When she found none, she sighed with relief, but kept her hands there to gently rub his cheek.

"I didn't realize you moved on so fast," he muttered bitterly, looking down.

"I didn't!"

"What?" he looked up into her golden brown eyes.

"Kevin is my cousin! And he's practically like a brother to me. He's from California and staying here at your hotel…god only knows why. He had too much to drink at my mother's party and I had to help him get back to his suite. Poor guy was too trashed to catch a cab much less find his room."

Chuck simply nodded, absorbing what she was telling him.

"But even if I really was on a date," she continued. "You had absolutely no right to interrupt, especially in such a barbaric manner. Can you try not to act like a Neanderthal next time?"

"Next time? So you are planning on dating someone else?" Chuck murmured sadly.

"I could. If we're not…"

"We're not?"

"Don't make me go through this again. You know the situation, Bass."

"Blair," Chuck whined.

"Blair?" Kevin questioned walking towards the couple.

"Oh, Kevin, I think you've sobered up a little right? Can I meet you at the elevators? I need to speak with Chuck for a few more minutes," Blair spoke sweetly. She nudged Kevin in the direction of the elevators. "You can sit in those nice soft leather chairs! I'll be right over." Kevin stumbled towards the elevators. She turned back to Chuck. "Now where were we?"

"You want to date someone else," Chuck muttered.

"I didn't say that. I don't want to be with someone else. But I could. I got plenty of suitable men lined up."

"Oh, please. None of them can make your toes curl out of sheer pleasure. None of them can transform your tears to laughter. None of them can make you feel cherished like the queen you truly are. None of them are me, Blair."

"Chuck, you know what I want to hear. And I can't wait around until you're ready to make a commitment. I need to be more to you than just a thing to fool around with."

"Blair…it's just…this is new to me!"

"I'm not going to fool around with a guy I'm not dating. I'm not _that _girl!"

"What girl?"

"I like monogamy and relationships. Here I'll walk you through it. Am I a friend to you, Chuck?"

"Yeah, of course," he answered slowly, making sure she wasn't tricking him.

"Am I more than a friend to you?"

"Yes."

"So, what am I?"

"You're my…g…uh," he cleared his throat. He wanted to say it, but deep down the big bad Chuck Bass was scared. "Well, I mean, I like you. But monogamy has never been one of my strengths. What if I mess up? I don't want to hurt you, Blair. I wouldn't ever want to hurt you."

"You already have," Blair began to choke up, but she tried to smile anyway. The tears started to rush down. Chuck instinctively wiped them away and pulled her into a tight hug. Her head leaned against his chest. His chin rested on top of her head. He kissed her head lightly and held his lips there a little longer. Her tears left warm stains on his silk dress shirt, but he didn't even care.

"Blair?" Kevin called out from the elevators, still too intoxicated to understand what he was interrupting. "I really gotta piss."

Blair leaned her face into Chuck's chest and wiped away her tears, before turning around to face Kevin. "I'm coming, Kevin."

She picked up Chuck's hand and squeezed it, looking up into his tired eyes. Finally, she used all her willpower to tear herself from him and walk away.

* * *

A/N: Alright so, I'm sorry I've been so slow with updates…but now that school is over I have MUCH more free time and the personal issue I mentioned in the last chapter's A/N is getting better, so I have been able to find time to write again. It's GREAT to be back.

There's only a couple of chapters left of this story and then I'll be starting NEW STORIES! Yay! In my time off from posting, I've been thinking and writing A LOT! Seriously, I have tons of napkins and scraps of paper scribbled on with ideas and snipits of stories so I'm super excited to share them with you guys. If you want to hear more from me, I suggest you add me to author's alert…or even better, favorite authors (hey! It's worth a shot!)

Another piece of news…I'M IN SEARCH OF A BETA. So if you're a beta and you wouldn't mind helping me out, send me a message :) I don't think I'll be too horrendous to beta for…I'm pretty flexible!

Finally and most importantly, Please keep up the reviewing! I'll be finishing writing the next chapter in the next couple of days and the more I hear from you, the faster I'll type. Seriously, even if it's just an 'I'm still reading!' That'd be nice to know too.

**I love hearing from you guys and I want to make sure you all are still interested! **

**Have a fabulous day and don't forget to review! :) **


	11. Chapter 11

Disclaimer: I love Gossip Girl, but I do not own it.

A/N: Thank you…Thank you…Thank you…for reviewing :)

Saturday…

"B, do you like this color?" Serena yelled, walking out of her bathroom. She found Blair lying on her bed, flipping absentmindedly through a fashion magazine. Blair looked up and nodded at Serena's make-up selection.

Blair was wearing her purple dress. The one Chuck planned to match. Her hair and make-up were already done to perfection. But something felt missing. Her heart ached when she remembered Chuck wouldn't be accompanying her.

Serena skipped back into the bathroom. "Nate said he's wearing a green tie. I hope that doesn't look too weird with my orange dress. I wish he had thought of matching me. Too late now, he'll be here in 20 minutes. You told Chuck to meet at my penthouse right?"

"S, there's been a conflict. A scheduling conflict, actually. I'm going solo. But I think it's better this way. The girls would be so lost without me. And I have a little bit of snooping I need to do on a girl that's applying to Yale. A man would just weigh me down," Blair rattled on, forcing a smile.

"Aw, B, he's not coming? I'm so sorry. Is everything okay?" Serena knew her best friend well enough to see right through her laundry list of excuses. She tottered over to Blair on her sky-high heels and enveloped Blair's small frame in a big hug. Blair couldn't put up her facade any longer. She finally broke down and told Serena what happened between Chuck and her.

"B, it's okay. We'll have a lot of fun tonight without him!" Serena assured Blair after she finished telling her story. "You don't need him! Here, let's drink to that! Hmm, where did I leave my stash?" Serena spoke as she walked around her room, head cocked to the side, thinking hard.

"Oh here it is!" she exclaimed pulling out a wine bottle from under her bed. "Oh shit, be right back!"

Serena ran back into the room, giggling. Her stomach looked awkwardly lumpy until she pulled out two wine glasses from under her mini dress. She filed their glasses dramatically and handed Blair one.

"Here's to a Chuck-free Blair!" Serena raised her glass. Blair grinned at her best friend's antics. Serena really did know how to cheer her up.

"No more motherchucker!" Blair yelled and clinked her glass loudly with Serena's. They both giggled like the schoolgirls they still were.

* * *

Little did Blair know what Chuck was saying at that moment…

"Blair is special, you know? I've never met anybody as beautiful or smart as her before. I love being with her and she makes me feel things I thought I would never feel. I can't get her out of my head and even if I could, I wouldn't want to," Chuck took a sip of his scotch before continuing to speak.

"But it's not fair! Why did she have to do this? Why can't we just be together without any meaningless labels? I mean this is all new to me. But I just figured we'd let it go where it goes and maybe we'd get around to defining it before the wedding day. Not that I'm saying I'm thinking about us getting married, I'm Chuck Bass for god's sake! I don't dream about fucking weddings.

"But, a wedding with her would be nice. I'm sure she'd look beautiful in white stain, hugging her body in just the right places. She'd probably cry, and I would wipe away her tears…" Chuck cleared his throat, slightly embarrassed at voicing out loud such an intimate fantasy, but continued to speak.

"But, like I said, we've only gotten to know each other for about a month. Though it feels like a lifetime and I can't even picture my days without her now. The way her eyes crinkle slightly when she smiles. The way her laugh can take me out of any foul mood. The way her hair parts slightly to expose her perfect neck, making me forget any thought not about her.

"Why did she have to go and complicate it? I shouldn't have to define it. But I can't lose her. I, Chuck Bass, can not lose Blair Waldorf from my life," Chuck finished, slamming his scotch onto the table dramatically.

"Uh dude, why don't you tell this to her?" A teenage busboy at the restaurant mumbled awkwardly.

Chuck had been dining with his father at an Upper East Side restaurant for dinner that evening. If asked what he and his father had discussed that evening, Chuck would not have been able to answer as his mind was solely preoccupied with thoughts of Blair. In fact, he couldn't stop thinking about her since she had left his suite a couple of days ago.

Of course, Chuck would never discuss his feelings with Bart. But when Bart excused himself to answer a business call, the thoughts in Chuck's head refused to be left inside his head for another minute and before Chuck knew it he responded to the busboy's question, "are you done with that salad, sir?" with every little thought that had popped into his head about Blair.

"Don't you have somewhere else to clean, servant?" Chuck jeered.

The young man scampered away to a table on the other side of the restaurant, fearful of losing his job if he stayed around a now apparently angry Chuck Bass. Chuck watched him begin to clean and smirked pleased. Maybe the kid had a point after all. The question was, could Chuck really tell her what he was feeling?

* * *

Later that evening, Chuck sat in his suite, nursing a scotch in one hand. In his other hand, he was holding a purple tie. It was the tie he had picked out with Blair. He smiled at the memory of their shopping trip.

He set his scotch down on an end table and fidgeted with the tie he held in his palm. He ran his fingers over the silk fabric, wishing he were touching Blair's silky skin instead. He should have been wearing that tie right now, matching her purple gown, holding her close, and whispering sweet words in her ear.

He glanced up to reach for his drink and noticed the time on the clock.

_11:15 pm. _

Chuck realized there was only 15 minutes left of the dance. Only fifteen more minutes left for Chuck to be with Blair. Chuck instinctively shot up out of his chair. The shock of seeing his chances slip away propelled him forward to do what he didn't have the strength to do before.

He couldn't live without her. If it meant making a few sacrifices, he knew he had to do it or he would be spending every night alone, sulking in his suite, dreaming about her and wondering what she was doing.

He dramatically dashed to his bedroom and got dressed in a flash. He texted his driver to meet him outside and before he knew it, he was riding along the streets of Manhattan.

He wiped his sweaty palms on the leather seats, right before he reached the venue. Before the limo reached a full stop, he was out of the car and running through the lobby of the upscale hotel, the dance was being held at.

He briefly noted that he couldn't even remember the last time he ran anywhere. Blair really did have him wrapped around her perfectly manicured finger. Even if he didn't want to be, he already _was_ attached to her and only her. He certainly couldn't think about any other girl and he knew if he ever were with another girl, thoughts of Blair would just consume him. It wouldn't be much of a stretch to make it official.

He shoved open the gym door, ready to face the one he couldn't live without. The door closed with a dull thud and he shivered.

"What are you doing here son? The party's over," a scruffy janitor, the only person in the room, called out to him. His voice left a dull, sad echo.

Chuck looked down at his watch.

_11:53 pm. _

23 fucking minutes.

* * *

"B! Come on up and dance with us!" Serena yelled drunkenly across the room to Blair. They were at Penelope's notorious after party, held every year, and attended by the majority of their class. Blair shook her head no, and Serena pouted for a full 30 seconds before squealing with excitement at the next song choice.

While Serena was dancing wildly on top of a dining room table, Blair was snuggled into a plush couch and sipped a glass of wine. Normally, Blair would be up dancing or mingling or scheming, but she wasn't feeling it tonight.

In Blair's mind, she had created a perfect fairy tale for tonight. Chuck would enter and dramatically profess his love for her in the center of the dance floor. They would kiss passionately and then he would scoop her into his arms and whisk her away. Chuck never showed up.

Blair let out a quiet, bitter laugh. Chuck would never be her Prince Charming. She took a sip from her wine glass and looked up. Surprised, she saw The Anti-Prince Charming. She blinked her eyes slowly, not believing it.

But when she opened them, there he was. Hair slightly damp from the drizzling rain outside, purple peonies in one hand while the other was slung casually in his pocket. He stood at the door of the penthouse, scanning the room for her.

He spotted her as she continued to stare at him, openmouthed. Their eyes met and he smiled shyly. Blair looked away, feigning disgust. But Chuck wasn't fooled and he strode toward her.

"Blair," he drawled.

But Blair ignored him and pretended to be fascinated by her drink.

"Blair," he repeated a little louder.

She finally looked up. "What is it, Charles?" she sneered.

"Can we talk?" He glanced to the side taking in the sudden crowd of wandering eyes. "Outside," he added.

"I don't know. I am very busy right now." Blair searched for a nonexistent stain on her dress.

"Please, Blair. Save the charade for some else."

She sighed, but stood up and walked out to the empty patio of the penthouse. He immediately followed suit.

Blair shivered when the cool night air hit her skin. Chuck flinched. He wanted to wrap his arms around her and keep her warm, but she didn't seem too pleased with him at that moment. He pulled his arms back to his side, but he slung his suit coat off his shoulders and held it out to her like a peace offering.

Instead of accepting the coat, she crossed her arms over her chest and shook her head.

"Waldorf, take the damn coat. I don't want you to get sick."

"How chivalrous, Bass," she teased, keeping her arms snuggled tightly against her body.

But Chuck didn't take no for an answer. He just moved to place the coat around her, so it hung off her shoulders. A serene smile flashed across her face as his fingertips lightly grazed the soft skin of her shoulders, but as quickly as her smile appeared, it was gone.

"Okay Bass, hurry up and say what you want to tell me. I have a party to enjoy." As she spoke, she turned up her chin in a defensive manner, subconsciously trying to disguise her lie with boredom.

"Enjoy? Hardly. You looked miserable tonight without me."

"How would you know? You didn't show up to the dance."

"I wanted to go," Chuck admitted quietly.

"Nothing was holding you back."

"I was holding myself back, Blair. And when I finally decided to go, it was too late. I'm…I'm sorry."

Blair made a face as to say 'go on.'

"I'm not just sorry for being a bad date. I'm sorry for how I acted these past couple of days," Chuck spoke slowly, making sure she was absorbing his words. "And I came here to say…dammit Blair, why did you have to make this so difficult?"

"It's not unreasonable," Blair said, turning away to look out over the New York City skyline.

"It is to me. Before you, I never _cared_ about a girl." The rawness of his words made Blair turn back around to face him.

"Honestly," he continued. "I didn't care about anybody but myself and making sure a random prostitute showed up on time."

Blair flinched at the mention of the other women he slept with, but Chuck kept talking.

"I've never been in a relationship and I've never wanted one. I've never had a girlfriend, but I've also never cared about someone as much as I care about you. Even when I tried to move on, I couldn't. I'm always going to be thinking about you. I mean it's like we're already dating and if the only way I get to have in my life is to make it official, then, I'll make it official." Chuck took a big breath of air when he finished talking.

Then he watched Blair's face soften. A smile played on her lips as she worked his little speech through her mind.

"You're such a sap," she smirked.

He took that as an invitation to move closer. He glided forward and handed her the peonies. She accepted them and took a moment to smell them. He reached for her other hand and entwined their fingers.

"So can we do this? Can we be Blair and Chuck?" Chuck felt his heart beat faster as he spoke.

Blair smiled up at him and nodded. Too stunned to form any other words, she whispered, "Chuck and Blair."

Blair moved closer and kissed him hard, holding the side of his face with one hand. He smiled into the kiss and wrapped his arms around her waist, holding her tightly against his body.

But, then he pulled back slightly, to look into her eyes.

"There's just one thing," he smirked.

"There better not be any prostitutes, because I swear, Chuck Bass, I will cut off those precious family jewels," she growled. Her face became flushed from anger.

"No," he chuckled softly. "No prostitutes. No women, besides you. But I'm new to all of this."

"You've made that crystal clear, Bass."

"You're going to have to walk me through this relationship business."

"I can do that," she smiled and pressed herself closer into his chest.

"Step by step?" He leaned in and spoke against her lips.

"Step by step, Bass" she smiled and then quickly closed the small distance between their lips.

They heard a loud, girlish squeal and looked up to find a smiling Serena clinging to Nate, both watching Blair and Chuck. Serena smiled slyly at the couple, before skipping over.

"B! I'm so happy for you!" Serena yelped. Her words slurred a bit. She pulled Blair out of Chuck's arms into a big bear hug. Blair was stunned for a second, but she smiled and hugged Serena back tightly.

"Take good care of my girl and don't hurt her," Serena warned Chuck. She playfully wagged her finger at him, but the serious tone of her voice hinted she was kidding around. "Or you'll have to answer to Nate's fist."

"What?" Nate piped in. "Nah, man, I'm happy for you guys. Blair's a great girl." Nate leaned over and awkwardly patted Chuck on the back.

"She is," Chuck smiled. The boys stood there, watching the girls hug and whisper to each other. "She really is," Chuck repeated, dumbfounded.

* * *

A/N: Are you guys happy Chair is back on? I wouldn't make you guys suffer through them apart for too long :) And I promise the next chapter is back to the regularly scheduled fluff!

**Show some love and review! Are you excited to see how Blair and Chuck spend their first night as a couple?**


	12. Chapter 12

Disclaimer: I own a lot of awesome things…. none of it being Gossip Girl, of course :)

A/N: I love my reviewers. Thank you, guys! Enjoy!

"Okay, Bass, lesson number one. Intimacy," Blair said, lounging on a patio loveseat. They hadn't made it out of the party yet, preferring to rest outside, just the two of them.

"Waldorf, I hate to burst your designer bubble, but I'm quite experienced in this department, despite the fact that I have never had a girlfriend." Chuck carried two drinks he had poured inside as he took the seat next to Blair and handed her one. She smiled and he understood that as thank you. In the 20 minutes they had spent so far in an official relationship, they had found they understood each other very well.

"I'm not talking about sex," she explained like she was talking to a 5 year old. "I'm talking about the before part of sex."

"Are we going to work on 'the after' as well?" Chuck smirked. He leaned into to Blair and pulled her close.

"Well, it is for educational purposes."

"And I assume that 'the during' would precede the lesson on 'the after'. You know, for purely educational pursuit." He nuzzled her neck and she shivered.

"Only if you behave, Bass," she whispered lowly into his ear, nibbling lightly.

His mind wandered to Blair naked and lusting for him. He smirked, realizing she was hinting that would happen later.

"Chuck? Hello? Earth to Bass?" Blair giggled and pinched his arm. He yelped at the pain of her nails meeting flesh and quickly snapped out of his lewd thoughts.

"What was I talking about? Oh, of course! Intimacy." Chuck groaned at the word and she kicked his shin. "Bass, it was your idea to take it step by step."

"I didn't realize you would be so thorough," Chuck muttered.

"If you want me to stop, I will. Gladly," she snapped.

"No, of course not. Continue." Chuck snaked an arm around her waist and pulled her up onto his lap.

Before she could speak, his phone beeped. He rushed to pull it out of his pocket, but managed to keep her seated. She leaned over to read it. Noticing this, he leaned over the phone, obscuring her view.

"That's like the tenth text you've received tonight. What's so important?" She huffed, feeling ignored.

"Absolutely nothing is more important than you." He turned his phone off. "Now, continue with your lesson, Miss Waldorf." He smirked, now picturing Blair as a naughty schoolteacher. He couldn't help it; she did incredible things to his mind. He shifted her forward a little, hoping she wouldn't feel him getting excited.

"Give me your hand." He obliged and she grasped his right hand in her own. She gently stroked his palm for a while and then entwined their hands and interlocked their fingers.

He smiled at the feeling of her soft skin against his own. "I feel like a virgin," he chuckled.

"A dating virgin," she smirked. "I like that." She used her free hand to brush a couple of stray hairs off his face. Her hand lingered on his cheek.

He looked down at her lips and leaned forward to kiss her. She moaned and wrapped her dainty hands around his neck, toying with the bottom of his hair. With Chuck and Blair, intimacy would always lead to sex.

They fell backwards; her back softly hit the bench of the loveseat.

"Is this part of your lesson?" Chuck spoke against her neck, in between leaving tiny love bites.

"It sure as hell is now," she answered, breathless. She roughly grabbed a hold of the collar of his shirt and pulled him back up to her mouth, missing the feel of his lips.

Her hands explored his body, but when they reached the waistband of his pants, he snapped out of his lust filled hazed.

"Blair."

She moaned, thinking he was saying her name out of pleasure.

"No, Blair, wait."

She pouted and looked up into his eyes, sending him a confused look.

"I just think we should stop for now," he explained, sheepishly.

"Chuck Bass doesn't want to have sex? Is that physically possible?"

"Trust me, I want to have sex. In fact, I think you can feel how much I want it. I just want our first time to be memorable." She shot him a 'you're wrong look'. "Our first time since we became official. And our first time if you exclude that night you were drunk. You seemed so crushed that you first time wasn't special. I want to make it up to you."

She smiled, feeling delighted but her horny feelings for him won out. "Okay, but can we hurry up with making this night special." She jumped off of his lap.

He chuckled, "as you wish, princess."

He followed her back into the penthouse and she grasped his hand, pulling him to the door. Blair vaguely heard Serena calling out to her, but she was way too preoccupied to answer.

They made it all the way to the elevator, before they pounced on each other. When the elevator dinged, Blair gracefully hopped off of Chuck and practically ran in her Christian Louboutin's out of the lobby.

As soon as she stepped out into the cool night air, her sky-high heels came to a sudden halt. She leaned onto Chuck to regain her balance.

"Whoa," Blair whispered.

Chuck laughed softly and wrapped his arms around her from behind. "I thought you might like it," he whispered into her ear.

Chuck didn't even bother to stare at what had caught Blair's eye. He was too busy gazing at Blair who was entranced by the scene in front of her. Where the limo was normally parked was an ivory horse and covered carriage. A driver, decked out in a white tux, sat at the front, reigns in hand.

"I...How…Why…" Blair struggled to form the right words.

"I know you wanted a fairy tale. Maybe the night you lost your virginity wasn't. But who says we can't try it again?" Chuck pressed a kiss to the nape of her neck.

Blair smiled, remembering the conversation the day after they slept together.

_"Shut up! That was my first time, it was suppose to be," she trailed off._

_"It was suppose to be what?"_

_"It was suppose to be a fairy tale," she confessed, looking down._

"How did you remember?" she marveled.

"With you I always remember. Now come on. Your chariot awaits." He gallantly held out his arm to her and she giggled.

"This is incredible, Chuck," Blair spoke as she tested out the plush seats. He plopped down next to her and pulled her close. She snuggled into his side. "How did you make this happen?"

"I'm Chuck Bass. Anything is only a few texts away." Blair grinned, now understanding why he had been texting earlier this evening.

"Thank you," she whispered into his ear and then kissed him soundly on the mouth.

"If that's how you express gratitude, I definitely need to give your more gifts," Chuck mused, earning a playful slap on the shoulder courtesy of Blair.

"Shut up and kiss me, Bass," Blair murmured against his lips. Chuck happily closed the short distance between their lips. The soft kiss was quickly deepened. Caught up in the passion, Blair shifted, so she was straddling him.

"Blair, you don't know what you do to me," Chuck whispered huskily.

"I think I do," Blair giggled, feeling the evidence of Chuck's arousal pressed up against her.

"However, we have to wait a little longer before I ravish you." Chuck pulled back. Blair groaned as his lips left hers.

"What if I don't want to wait?" Blair playfully sucked on his bottom lip. Chuck inwardly moaned and fervently kissed her back. Chuck's plans were forgotten for a little while.

"Blair, can we just wait a little longer?" Chuck forced himself to detach his lips from Blair's.

Blair rubbed her chin and pretended to think thoughtfully. "I don't know about you, Bass, but I _can't_ wait." Blair leaned down and seductively nibbled on Chuck's neck and left soft kisses on each love bite.

"But I wanted to do this right, in a real bed. As nice as this ride is, the back of some smelly chariot is hardly special. I don't want our official first time to smell like horse dung," Chuck scoffed.

Blair grasped Chuck's hand. "Chuck, I'm touched that you put so much effort into this, but making it special isn't about location. This is going to be special because we're finally together and both want this very much. We're Chuck and Blair. We can make any place special. Even the back of moving vehicles."

Chuck's face fell into a smirk as she spoke. When she finished speaking, he lunged at her, kissing her passionately and gently pushed her onto her back as he hovered over her. Lust finally took over. It was really only a matter of time. Chuck and Blair were destined to be the couple that couldn't keep their hands off of each other.

A/N: Did you guys like it?


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